SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this Agreement), effective as of February 19, 2021, is made and entered into by and between Target Global Holding Ltd., a private limited company organized under the laws of the Republic of Cyprus (the Seller), Target Global Sponsor Ltd., a Cayman Islands limited liability company (the Buyer) and Target Global Acquisition I Corp., a Cayman Islands exempted company (the Company).
WHEREAS, the Buyer wishes to purchase an aggregate of 7,187,500 Class B ordinary shares (the Shares), par value $0.0001 per share (Class B Ordinary Shares), of the Company, and the Seller wishes to sell and transfer the Shares to the Buyer, on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
The terms defined in this Article I shall have for all purposes of this Agreement the respective meanings set forth below:
Agreement shall have the meaning set forth in the preamble to this Agreement.
Buyer shall have the meaning set forth in the preamble to this Agreement.
Class B Ordinary Shares shall have the meaning set forth in the recitals to this Agreement.
Closing shall have the meaning set forth in Section 2.3 of this Agreement.
Closing Date shall have the meaning set forth in Section 2.3 of this Agreement.
Company shall have the meaning set forth in the preamble to this Agreement.
Consent means any consent, approval, notification, waiver, or other similar action that is necessary or convenient.
Governmental Body shall mean any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority.
Law shall mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any Governmental Body.
Lien shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease