Common use of Introductory Clause in Contracts

Introductory. Kismet Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares (the “Class A Ordinary Shares”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (Kismet Acquisition Two Corp.), Underwriting Agreement (Kismet Acquisition Two Corp.)

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Introductory. Kismet LF Capital Acquisition Two Corp.Corp. II, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and subject to the conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters listed on Schedule A hereto (the UnitsUnderwriters”) an aggregate of 22,500,000 units of the Company (said units the “Units”). The 22,500,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 3,000,000 an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jxxxxxxxx LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA hereto, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third half of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Public Warrant(s)”). The Class A Ordinary Shares Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless the Representatives inform Jefferies informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustmentadjustment as described in the Prospectus, during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (LF Capital Acquisition Corp. II), Underwriting Agreement (LF Capital Acquisition Corp. II)

Introductory. Kismet Acquisition Two Class Acceleration Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 22,500,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,375,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third half of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The Class A Ordinary Shares shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 2122, 2020 (the “Founder’s Purchase Agreement”), with Kismet Class Acceleration Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 6,468,750 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (including the “Class B Ordinary Shares”)shares of Common Stock issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding ) for an aggregate purchase price of 6,250,000 Class B Ordinary Shares$25,000. Up to 750,000 Class B Ordinary 843,750 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof Closing Date (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 6,500,000 warrants (or up to 4,400,000 7,175,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares shares of Common Stock underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial space and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Class Acceleration Corp.), Underwriting Agreement (Class Acceleration Corp.)

Introductory. Kismet EdtechX Holdings Acquisition Two Corp.Corp. II, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 10,000,000 units of the Company (said units the “Units”). The 10,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 3,000,000 an additional 1,500,000 Units as provided in Section 2. The additional 1,500,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Public Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or LiquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp. II), Underwriting Agreement (EdtechX Holdings Acquisition Corp. II)

Introductory. Kismet Liberty Media Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (together, the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class Series A ordinary shares common stock, par value $0.0001 per share (the “Class Series A Ordinary SharesCommon Stock”), and one-third fifth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class share of Series A Ordinary Share Common Stock (the “Warrant(s)”). The Class Series A Ordinary Shares Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (the “Detachment Date”) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class share of Series A Ordinary Share Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share the Company’s initial merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesbusinesses. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a U.S.-based trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants ) with CST, as warrant agent, with respect to the Warrants, the Private Placement Warrants, the Forward Purchase Warrants (as defined below) and certain warrants of the Company that the Company may issue to Liberty Media Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Liberty Media Corporation or its other subsidiaries or the Company’s officers and directors upon conversion of working capital loans made by such parties to the Company (the “Working Capital Warrants”), in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants, the Private Placement Warrants, the Forward Purchase Warrants and the Private Placement Working Capital Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21November 6, 2020 (the “Founder’s Purchase Founder Shares Subscription Agreement”), with Kismet Sponsor Limitedthe Sponsor, a business company with limited liability incorporated in filed as Exhibit 10.5 to the British Virgin Islands (the “Sponsor”)Registration Statement, pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary 17,250,000 shares of the Company (the “Class B Ordinary Shares”)Series F common stock, for a total subscription price of par value $25,000, or approximately $0.005 0.0001 per share (the “Series F Common Stock”), of the Company, for an aggregate purchase price of $25,000 (including (a) the shares of the Company’s Series B common stock, par value $0.0001 per share (the “Series B Common Stock” and, together with the Series A Common Stock, the Series F Common Stock and the Company’s Series C common stock, par value $0.0001 per share, the “Common Stock”), issuable upon conversion of such Series F Common Stock and (b) the Series A Common Stock issuable upon conversion of such Series B Common Stock, the “Founder SharesShare(s)”). On January 25, 2021In November 2020, the Sponsor contributed an aggregate of 2,875,000 Founder Shares to the Company effected a share dividend resulting for no consideration, which resulted in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary 14,375,000 Founder Shares, with an effective purchase price of approximately $0.0017 per share. Up to 750,000 Class B Ordinary 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are Series F Common Stock is substantially similar to the Class Series A Ordinary Shares Common Stock included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 9,000,000 warrants (or up to 4,400,000 10,000,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in full), exercised) at a price of $1.50 per warrantwarrant (the “Private Placement Warrant(s)”), each warrant entitling the holder, upon exercise, holder to purchase one Class share of Series A Ordinary Share Common Stock for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 10.10 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on purchase an aggregate of $250,000,000 of units (the “Forward Purchase Unit(s)”) at a purchase price of $10.00 per unit in a private placement basis that will close substantially concurrently with the closing of the initial Business Combination, an aggregate each Forward Purchase Unit consisting of $20,000,000 one share of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) Series B Common Stock (the “Forward Purchase SecuritiesShare(s)), each unit consisting ) and one-fifth of one Class redeemable warrant to purchase one share of Series A Ordinary Share Common Stock (the “Forward Purchase SharesWarrant(s)) and one-third of one warrant (the “). The Forward Purchase Warrants”) Warrants are substantially similar to purchase one Class A Ordinary Share for $11.50 per sharethe Warrants included in the Units, subject to adjustmentexcept as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration an Investor Rights Agreement, dated as of the date hereof (the “Registration Investor Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted (a) certain registration rights in with respect to the shares of Series A Common Stock underlying the Founder Shares, the Private Placement Warrants, the Forward Purchase Warrants, any Working Capital Warrants and the Class any shares of Series A Ordinary Shares underlying Common Stock issuable upon (i) exercise of the Private Placement Warrants and warrants that may be issued upon Warrants, (ii) conversion of the Forward Purchase Shares, (iii) exercise of the Forward Purchase Warrants, and (iv) exercise of any Working Capital Warrants, and (b) certain working capital loans, if anypreemptive rights to the Sponsor to maintain its proportionate equity interest in the Company by purchasing additional equity securities as a result of certain issuances by the Company. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative a Services Agreement, dated as of the date hereof (the “Administrative Support Services Agreement”), with Liberty Media Corporation, in substantially the form filed as Exhibit 10.8 to the Registration Statement, and a Facilities Sharing Agreement, dated the date hereof (the “Facilities Sharing Agreement”), with Liberty Property Holdings, Inc. and Liberty Media Corporation, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC Liberty Media Corporation and Liberty Property Holdings, Inc. an aggregate monthly fee of up $91,666 for office space and certain administrative and support services. The Underwriters have agreed to $10,000 reserve a portion of the Units to be purchased by it under this Agreement for certain office spacesale to the Company’s directors, secretarial officers, employees and administrative servicesbusiness associates and other parties related to the Company (collectively, “Participants”), as set forth in each of the Statutory Prospectus and the Prospectus under the heading “Underwriters” (the “Directed Units Program”). The Units to be sold by the Underwriters pursuant to the Directed Units Program, at the direction of the Company, are referred to hereinafter as the “Directed Units.” Any Directed Units not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Liberty Media Acquisition Corp), Underwriting Agreement (Liberty Media Acquisition Corp)

Introductory. Kismet Live Oak Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Public Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative servicesbusinesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Live Oak Acquisition Corp), Underwriting Agreement (Live Oak Acquisition Corp)

Introductory. Kismet Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (Subject to the “Company”), agrees with the several underwriters named in Schedule I hereto (collectivelyterms and conditions contained herein, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, Company proposes to issue and sell to the several Underwriters 20,000,000 units 1,200,000 Units (the “Units”) consisting of the Company 1,200,000 shares of common stock (said units to be issued and sold by the Company being hereinafter called the “Firm SecuritiesCommon Stock”) and 1,200,000 redeemable warrants to purchase Common Stock (the “Warrants”). The Common Stock and Warrants shall be offered and sold together as Units and the Units will be traded on the American Stock Exchange. Until notice is given by the Company also proposes (“Notice of Separation”) to grant holders of the Units and to the American Stock Exchange at which time the Units will be deemed separated and the Common Stock and Warrants shall thereafter be traded only on a separate basis. The separation of the Units into shares of Common Stock and Warrants will occur upon the earlier of one year from the date of this Agreement or 30 days after such Notice of Separation is given. However, the Company shall not allow separation of the Units until the earlier to occur of 60 days immediately following the date of this Agreement or exercise by the Underwriters an of their entire overallotment option described below. For the purpose of this Agreement, references hereinafter to Units, Common Stock and Warrants shall sometimes be referred to as the “Securities” where appropriate. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representatives options to purchase up to 3,000,000 an additional 180,000 Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Additional Securities”). To , which options to purchase shall be exercisable, in whole or in part, from time to time during the extent that there are no additional Underwriters listed sixty (60) day period commencing on Schedule I other than you, the term Representatives date on which the Registration Statement (as used herein shall mean you, as Underwriters, hereinafter defined) is initially declared effective (the “Effective Date”) by the Securities and Exchange Commission (the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this AgreementCommission”). Each Unit consists Warrant will entitle the holder to purchase one share of one Common Stock (a “Warrant Share”) at a price equal to 120% of the offering price of the Units during the four year exercise period of the Warrants, subject to the Company’s Class A ordinary shares (the “Class A Ordinary Shares”), and one-third right of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”)redemption. The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt may be redeemed by the Company commencing one year from the Effective Date of the proceeds of the Offering (as defined below)Registration Statement upon at least 30 days prior written notice, (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheetin whole but not in part, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 0.10 per share, subject to adjustment, Warrant provided the closing bid price for the Company’s Common Stock is at least 160% of the offering price of the Units during each day of the period commencing on twenty (20) trading days immediately preceding the later of thirty (30) days after the completion date of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date written notice of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to notice of any such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the Warrant Agreement (as defined below), a Warrant may not Warrants shall be exercised for a fractional share, so that only whole Warrants may be exercised at any given time governed by a holder thereof. As used herein, warrant agreement between the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share exchange, share reconstruction Company and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof its transfer agent (the “Warrant Agreement”), with respect which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representatives. The Units, Common Stock, Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Additional Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as more fully described in the Registration StatementProspectus referred to below. All references to the Company below shall be deemed to include, where appropriate, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loansCompany’s subsidiaries, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (Arena Resources Inc), Underwriting Agreement (Arena Resources Inc)

Introductory. Kismet Magnum Opus Acquisition Two Corp.Limited, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesthe representative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or LiquidationLiquidation (as defined below) ; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreementinvestment management trust agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreementwarrant agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreementsecurities subscription agreement, dated September 21January 26, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedMagnum Opus Holding LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 5,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the Class B Ordinary Sponsor Founder Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up up to 750,000 Class B Ordinary Shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectusexercised for an aggregate purchase price of $25,000. The Company has entered into a Private Placement Warrants Purchase Agreementprivate placement warrants purchase agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 6,000,0000 warrants (or up to 4,400,000 6,600,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in full), exercised) at a price of $1.50 1.00 per warrantPrivate Placement Warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”)) for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreementregistration and shareholder rights agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nomineesnominees and member of the Company’s advisory board, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreementadministrative services agreement, to be dated as of no later the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, utilities, secretarial and administrative servicessupport services from the Closing Date until the earlier of (x) the consummation of an initial Business Combination and (y) the liquidation of the Company in accordance with the Company’s Amended and Restated Memorandum and Articles of Association if the Company fails to consummate a Business Combination within the time period indicated in the Company’s Amended and Restated Memorandum and Articles of Association (the “Liquidation”).

Appears in 2 contracts

Samples: Underwriting Agreement (Magnum Opus Acquisition LTD), Underwriting Agreement (Magnum Opus Acquisition LTD)

Introductory. Kismet Cascade Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company such Units being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units to cover over-allotments, if any allotments (the “Option Optional Securities”; the Option Securities” and, together with the Firm Securities, being hereinafter called the “Offered Securities”)) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The Class A Ordinary Shares shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or LiquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedCascade Acquisition Holdings LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”), for an aggregate purchase price of $25,000. On January 25October 6, 20212020, the Company effected a share dividend resulting in Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the Sponsor holding an aggregate of 6,250,000 Class B Ordinary remaining 5,750,000 Founder Shares. Up , up to 750,000 Class B Ordinary Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 8,000,000 Warrants (or up to 4,400,000 warrants 8,900,000 Warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration and Stockholder Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)hereof, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.2 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a certain letter agreementagreements, each dated as of the date hereof (the “Insider Letter”)hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 Exhibits 10.7 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered into Statement (each an Administrative Services Agreement“Insider Letter”, dated as of the date hereof (and together, the “Administrative Services AgreementInsider Letters”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (Cascade Acquisition Corp), Underwriting Agreement (Cascade Acquisition Corp)

Introductory. Kismet Acquisition Two AEA-Bridges Impact Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you Credit Suisse Securities (the “Representatives”USA) LLC and Citigroup Global Markets Inc. are acting as representativesrepresentatives (“the Representatives”), to issue and sell to the several Underwriters 20,000,000 40,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 6,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 31, 2020 (the “Founder’s Purchase Agreement”), with Kismet AEA-Bridges Impact Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the Company date hereof (including the “Class B Ordinary Shares”)Shares issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25In September 2020, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 our sponsor transferred 25,000 Class B Ordinary Sharesordinary shares to each of our independent directors. Up to 750,000 Class B Ordinary 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 11,000,000 warrants (or up to 4,400,000 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (AEA-Bridges Impact Corp.), Underwriting Agreement (AEA-Bridges Impact Corp.)

Introductory. Kismet Horizon Acquisition Two Corp.Corporation II, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 7,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”), subject to adjustment pursuant to Section 3(b) of this agreement (this “Agreement”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day), unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21August 7, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedHorizon II Sponsor, LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 14,375,000 Class B ordinary shares shares, par value $0.002 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription an aggregate purchase price of $25,000. (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedexercised or reduced pursuant to Section 3(b) hereof. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase purchase, subject to adjustment as provided therein, an aggregate of 4,000,000 8,000,000 warrants (or up to 4,400,000 9,000,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, utilities, secretarial and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Horizon Acquisition Corp II), Underwriting Agreement (Horizon Acquisition Corp II)

Introductory. Kismet Acquisition Two Corp.Landcadia Holdings III, Inc., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 50,000,000 units of the Company (said units the “Units”). The 50,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 3,000,000 an additional 7,500,000 Units as provided in Section 2. The additional 7,500,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as Underwriters, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative servicesbusinesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings III, Inc.)

Introductory. Kismet Acquisition Two Corp.Reinvent Technology Partners Y, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 85,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 12,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third eighth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21October 7, 2020 (the “Founder’s Purchase Agreement”), with Kismet Reinvent Sponsor LimitedY LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 2,875,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25February 10, 2021, the Company effected a share dividend recapitalization resulting in the Sponsor holding an aggregate of 6,250,000 24,437,500 Class B Ordinary Shares. Up to 750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), 3,187,500 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 7,880,000 warrants (or up to 4,400,000 8,900,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $2.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative a Support Services Agreement, dated as of the date hereof (the “Administrative Support Services Agreement”), with Reinvent Capital LLC, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly annual fee of up to $10,000 1,875,000 for certain office space, secretarial administrative and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Reinvent Technology Partners Y), Underwriting Agreement (Reinvent Technology Partners Y)

Introductory. Kismet Chenghe Acquisition Two Corp.Co., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 10,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 1,500,000 additional Units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of to this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares share, par value $0.0001 per share, of the Company (the “Class A Ordinary SharesShare”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless or, if such date is not a business day, the Representatives inform the Company of their decision to allow earlier separate tradingfollowing business day), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will beginbegin (unless the Representative informs the Company of its decision to allow earlier separate trading). No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21April 8, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedChenghe Investment Co., a business Cayman Islands exempted company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares shares, par value approximately $0.003 per share, of the Company (the “Founder Shares” and, together with the Class B A Ordinary Shares, the “Ordinary Shares”), ) for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share (the “Founder Shares”)25,000 . On January 25June 20, 2021 and December 28, 2021, the Company effected a share dividend resulting in respectively, the Sponsor holding an aggregate of 6,250,000 Class B Ordinary surrendered and forfeited to us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 4,312,500 Founder Shares. Up On March 29, 2022, the Sponsor further surrendered and forfeited to 750,000 Class B Ordinary us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 2,875,000 founder shares, of which up to 375,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary On March 30, 2022, the Sponsor transferred an aggregate of 177,439 of its Founder Shares are substantially similar to the Class A Ordinary our independent director nominees and advisory board member, for their board and advisory services, in each case for no cash consideration. Out of these 177,439 Founder Shares included transferred to our independent director nominees and advisory board member, 110,000 Founder Shares will not be subject to forfeiture in the Units except as described in event the Registration Statement, the Statutory Prospectus and the Prospectusunderwriters’ over-allotment option is not exercised. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 7,000,000 warrants (or up to 4,400,000 7,750,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for at a price of $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Warrant Agreement, Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and Warrants, the Class A Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nomineesnominees and members of the Company’s advisory board, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note on April 8, 2021 (as amended on January 27, 2022) for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 and Exhibit 10.9 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2022 or the date of the closing of the Offering. The Company has entered into an Administrative Services Agreement, dated as of the date hereof [ ], 2022 (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate the Sponsor a monthly fee of up to $10,000 15,000 for certain office space, utilities, secretarial and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Chenghe Acquisition Co.), Underwriting Agreement (Chenghe Acquisition Co.)

Introductory. Kismet AP Acquisition Two Corp.Corp, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 15,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 2,250,000 additional Units to cover over-allotments, if any (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, dated effective as of the date hereof Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, dated effective as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, Sponsor in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 9,500,000 warrants (or up to 4,400,000 10,625,000 warrants if the Underwriters’ over-allotment option is exercised in full), ) at a price of $1.50 1.00 per warrantPrivate Placement Warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”)) for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a Forward Purchase Agreementletter agreement, dated effective as of the date hereof Closing Date (the “Forward Purchase Letter Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 10.8 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered will enter into a Registration Rights an Administrative Services Agreement, to be dated as of the date hereof Closing Date (the “Registration Rights Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, space and secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (AP Acquisition Corp), Underwriting Agreement (AP Acquisition Corp)

Introductory. Kismet Revolution Acceleration Acquisition Two Corp.Corp II, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requiresUnderwriter. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of Class A common stock, par value $0.0001 per share, of the Company’s Class A ordinary shares Company (the “Class A Ordinary SharesShare(s)”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder thereof to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21February 5, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedRAAC Management II LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 3,833,333 shares of Class B ordinary shares of the Company (the “Class B Ordinary Shares”)common stock, for a total subscription price of par value $25,000, or approximately $0.005 0.0001 per share (the “Founder Shares”). On January 25, 2021and 5,750,000 shares of Class C common stock, par value $0.0001 per share, of the Company effected a share dividend resulting in (the Sponsor holding “Alignment Shares”), for an aggregate purchase price of 6,250,000 Class B Ordinary Shares$25,000. Up to 500,000 of Founder Shares and 750,000 Class B Ordinary of Alignment Shares are subject to forfeiture forfeiture, depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares and the Alignment Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 3,500,000 warrants (or up to 4,400,000 3,875,000 warrants if the Underwriter’s over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for a purchase price of $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreementLetter Agreement, dated as of the date hereof (the “Insider Letter”), by and among each of the Sponsor and each of the Company’s officers, directors and director nomineesother parties thereto, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Support Services Agreement, dated as of the date hereof (the “Administrative Support Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 20,000 for certain office space, secretarial administrative and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Revolution Acceleration Acquisition Corp II), Underwriting Agreement (Revolution Acceleration Acquisition Corp II)

Introductory. Kismet UTA Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto Credit Suisse Securities (collectively, USA) LLC (the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters Underwriter 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 21 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a Business Day, the following Business Day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”). If the Detachment Date is earlier than the 52nd day following the date of the Prospectus, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued will issue a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 22, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet UTA Acquisition Sponsor LimitedLLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, In November 2021, the Company effected a share dividend resulting in the our Sponsor holding surrendered an aggregate of 6,250,000 Class B Ordinary Shares. Up 1,437,500 Founder Shares for no consideration, thereby reducing the aggregate number of Founder Shares outstanding to 5,750,000, 750,000 Class B Ordinary Shares of which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 10,000,000 warrants (or up to 4,400,000 11,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (UTA Acquisition Corp), Underwriting Agreement (UTA Acquisition Corp)

Introductory. Kismet Tekkorp Digital Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 25,000,000 units of the Company (said units the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by Xxxxxx Xxxxxx and/or an entity affiliated with Xx. Xxxxxx (the “Xxxxxx Units”). The 25,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 3,000,000 an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “AgreementOffering”). Each Unit consists of one Class A ordinary share of the Company’s Class A ordinary shares , par value $0.0001 per share (the Class A Ordinary SharesShare”), and one-third half of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, holder thereof to purchase one Class A Ordinary Share (the “Warrant(s)Public Warrants”). The Class A Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative servicesbusinesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Tekkorp Digital Acquisition Corp.), Underwriting Agreement (Tekkorp Digital Acquisition Corp.)

Introductory. Kismet Artisan Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; the Option Securities” and, together with the Firm Securities, being hereinafter called the “Offered Securities”)) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 21 of this agreement (this “Agreement”). Each Unit unit (the “Units”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)Warrants”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesentities involving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of February 4, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedArtisan LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”), for an aggregate purchase price of $25,000. On January 25March 1, 2021, the Company effected a share dividend resulting in issued an additional 1,500,000 Founder Shares to the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Sharesin connection with the Forward Purchase Agreements (as defined below). Up to 750,000 Class B Ordinary 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. On March 1, 2021, the Sponsor transferred 750,000 Founder Shares to the Anchor Investors. On March 8, 2021, the Sponsor transferred an aggregate of 100,000 Founder Shares to the director nominees of the Company. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 5,333,333 Warrants (or up to 4,400,000 warrants 5,933,333 Warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment share (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)March 1, with the Sponsor2021, in substantially the form filed as Exhibit 10.9 to the Registration StatementStatement (the “Aspex Forward Purchase Agreement”), with Aspex Master Fund (“Aspex”), and a separate Forward Purchase Agreement, dated as of March 1, 2021, in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “PAG Forward Purchase Agreement” and, collectively with the Aspex Forward Purchase Agreement, the “Forward Purchase Agreements”), with Pacific Alliance Asia Opportunity Fund L.P. (“PAG” and collectively with Aspex, the “Anchor Investors”) pursuant to which the Sponsor Anchor Investors agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 60,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one redeemable warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Forward Purchase Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Shareholder Rights Agreement, dated as of the date hereof hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreements, if anythe Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement” and, collectively with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Forward Purchase Agreements, the Warrant Purchase Agreement, the Registration Rights Agreement and the Insider Letter, the “Transaction Documents”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will will, subject to the terms of the Administrative Services Agreement, pay to Kismet Capital Group LLC an affiliate of the Sponsor, an aggregate monthly fee of up to $10,000 for certain office space, secretarial utilities, administrative and administrative servicessupport services from the date that the Units are first listed on the Nasdaq Capital Market (“Nasdaq”) until the earlier of (x) the consummation of an initial Business Combination and (y) the Liquidation (as defined below).

Appears in 2 contracts

Samples: Underwriting Agreement (Artisan Acquisition Corp.), Underwriting Agreement (Artisan Acquisition Corp.)

Introductory. Kismet Horizon Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 7,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”), subject to adjustment pursuant to Section 3(b) of this agreement (this “Agreement”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day), unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 2, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedHorizon Sponsor, LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 14,375,000 Class B ordinary shares shares, par value $0.002 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription an aggregate purchase price of $25,000. (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedexercised or reduced pursuant to Section 3(b) hereof. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase purchase, subject to adjustment as provided therein, an aggregate of 4,000,000 8,000,000 warrants (or up to 4,400,000 9,000,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, utilities, secretarial and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Horizon Acquisition Corp), Underwriting Agreement (Horizon Acquisition Corp)

Introductory. Kismet ION Acquisition Two Corp.Corp 2 Ltd., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 22,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,300,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third eighth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the a Warrant(s)Warrant”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of December 1, 2020 (the “Founder’s Purchase Founder Shares Subscription Agreement”), with Kismet Sponsor LimitedION Holdings 2, LP, a business company with Cayman Islands exempted limited liability incorporated in the British Virgin Islands partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 5,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”), 750,000 of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. On January 2514, 2021, the Company effected a share dividend capitalization of 575,000 shares resulting in the Sponsor holding an aggregate 6,325,000 Founder Shares, 825,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 6,400,000 warrants (or up to 4,400,000 7,060,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a separate Forward Purchase AgreementAgreements (together, the “Forward Purchase Agreements”), dated as of January 26, 2021, with (i) The Phoenix Insurance Company Ltd., a company incorporated in Israel (“Phoenix”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel and an affiliate of Phoenix, and The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel and an affiliate of Phoenix (Phoenix and its affiliates collectively referred to herein as the date hereof “Phoenix Investors”), and (ii) ION Crossover Partners LP (“ION Crossover” and, together with the Phoenix Investors, the “Forward Purchase AgreementInvestors”), with in each case, substantially in the Sponsor, in substantially the form forms filed as Exhibit Exhibits 10.9 and 10.11, respectively, to the Registration Statement. Pursuant to the Forward Purchase Agreements, pursuant to which the Sponsor agreed Phoenix Investors and the ION Crossover agreed, in each case, to purchase, on a private placement basis substantially concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”)3,500,000 Ordinary Shares and 1,500,000 Ordinary Shares, each unit consisting of one Class A Ordinary Share respectively (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment). The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, the Forward Purchase Investors and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants, the Forward Purchase Shares and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of June 30, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly the Sponsor a fee of up to $10,000 per month for certain office space, secretarial utilities and administrative and support services.

Appears in 2 contracts

Samples: Underwriting Agreement (ION Acquisition Corp 2 Ltd.), Underwriting Agreement (ION Acquisition Corp 2 Ltd.)

Introductory. Kismet VPC Impact Acquisition Two Corp.Holdings, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Public Warrant(s)”). The Class A Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative servicesbusinesses.

Appears in 2 contracts

Samples: Underwriting Agreement (VPC Impact Acquisition Holdings), Underwriting Agreement (VPC Impact Acquisition Holdings)

Introductory. Kismet Acquisition Two Corp.SC Health Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 15,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 2,250,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; the Option Securities” and, together with the Firm Securities, being hereinafter called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives ) as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requiresset forth below. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”)24 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)hereof, with Continental American Stock Transfer & Trust Company (“CSTAST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with CSTSC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”) and AST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST AST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of December 28, 2020 2018 (the “Founder’s Purchase Securities Subscription Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B 3,450,000 ordinary shares shares, which were subsequently divided into 4,312,500 shares, par value of approximately $0.00008 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share 25,000 (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreement (the “Forward Purchase Agreement”) with SC Health Group Limited (the “Forward Purchaser”) providing for the sale of 5,000,000 Class A ordinary shares (together, the “Forward Purchase Shares”), plus 1,250,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000, or $10.00 per Forward Purchase Share and accompanying fraction of a Forward Purchase Warrant, in a private placement transaction to close concurrently with the closing of the initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Private Placement Warrants Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 5,000,000 Warrants (or up to 4,400,000 warrants 5,450,000 Warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, if anythe Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)hereof, by and among between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services. The Company has entered into an escrow agreement, dated as of the date hereof, with the Sponsor and AST, as escrow agent (the “Cash Escrow Agreement”), pursuant to which the Sponsor or its affiliate has agreed to deposit cash funds into an escrow account with X.X. Xxxxxx Xxxxx Bank, N.A. in an amount equal to $7,500,000 (or $8,625,000 if the Underwriters’ over-allotment option is exercised in full), to be used to pay $1.00 per Warrant (other than Warrants held by the Sponsor and its affiliates) in connection with the events described in the Warrant Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (SC Health Corp), Underwriting Agreement (SC Health Corp)

Introductory. Kismet Acquisition Two Corp.Reinvent Technology Partners Z, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fifth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21October 7, 2020 (the “Founder’s Purchase Agreement”), with Kismet Reinvent Sponsor LimitedZ LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 5,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 750,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative a Support Services Agreement, dated as of the date hereof (the “Administrative Support Services Agreement”), with Reinvent Capital LLC, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly annual fee of up to $10,000 625,000 for certain office space, secretarial administrative and administrative support services.

Appears in 2 contracts

Samples: Underwriting Agreement (Reinvent Technology Partners Z), Underwriting Agreement (Reinvent Technology Partners Z)

Introductory. Kismet World Quantum Growth Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters Underwriter 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters Underwriter an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K 8‑K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21March 15, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedWorld Quantum Growth Acquisition LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25July 22, 2021, the Company effected a share dividend Sponsor irrevocably surrendered 2,875,000 Founder Shares to the Company, resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares5,750,000 Founder Shares outstanding. Up to 750,000 Class B Ordinary Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 8,500,000 warrants (or up to 4,400,000 9,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (World Quantum Growth Acquisition Corp.), Underwriting Agreement (World Quantum Growth Acquisition Corp.)

Introductory. Kismet Z-Work Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”, “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Public Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative servicesbusinesses.

Appears in 2 contracts

Samples: Underwriting Agreement (Z-Work Acquisition Corp.), Underwriting Agreement (Z-Work Acquisition Corp.)

Introductory. Kismet Acquisition Two Three Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,750,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares (the “Class A Ordinary Shares”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,687,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 0.003 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 937,500 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 4,666,667 warrants (or up to 4,400,000 5,166,667 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 2 contracts

Samples: Underwriting Agreement (Kismet Acquisition Three Corp.), Underwriting Agreement (Kismet Acquisition Three Corp.)

Introductory. Kismet ARYA Sciences Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 12,500,000 units of the Company (said units the “Units”). The 12,500,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 3,000,000 an additional 1,875,000 Units as provided in Section 2. The additional 1,875,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative servicesbusinesses.

Appears in 1 contract

Samples: Underwriting Agreement (Arya Sciences Acquisition Corp.)

Introductory. Kismet Acquisition Two Corp.Social Capital Hedosophia Holdings Corp. V, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 70,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 3,000,000 aggregate of not more than 10,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 16, 2020 (the “Founder’s Purchase Agreement”), with Kismet SCH Sponsor LimitedIV LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 2,875,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000. On September 18, or approximately $0.005 per 2020, the Company approved a share capitalization resulting in an aggregate of 10,062,500 Class B Shares outstanding as of the date thereof. On October 8, 2020, the Company approved a share capitalization resulting in an aggregate of 20,125,000 Class B Shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 2,625,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant8,000,000 warrants, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. V)

Introductory. Kismet CBRE Acquisition Two Corp.Holdings, Inc., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units 35,000,000 SAILSM (“Units”Stakeholder Aligned Initial Listing) securities of the Company (said units SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 5,250,000 additional Units SAILSM securities of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day), unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (CBRE Acquisition Holdings, Inc.)

Introductory. Kismet Acquisition Two Corp.Forum Merger II Corporation, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (said units the “Public Units”). The 20,000,000 Public Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to an additional 3,000,000 Public Units as provided in Section 2. The additional 3,000,000 Public Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as Underwriters, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Public Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Public Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofliquidation. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of involving the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger II Corp)

Introductory. Kismet Acquisition Two Corp.Social Capital Hedosophia Holdings Corp. VI, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 100,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 3,000,000 aggregate of not more than 15,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof October [●], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof October [●], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 16, 2020 (the “Founder’s Purchase Agreement”), with Kismet SCH Sponsor LimitedIV LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 28,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 3,750,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof October [●], 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 11,000,000 warrants (or up to 4,400,000 12,500,000 warrants if the underwriter’s over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof October [●], 2020 (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof October [●], 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof October [●], 2020 (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. VI)

Introductory. Kismet Acquisition Two Corp.Pontem Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 37,500,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 5,625,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a Business Day, the following Business Day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating expiring on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a an Amended and Restated Securities Purchase Subscription Agreement, dated September 21December 27, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedPontem LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 10,781,250 Class B ordinary shares shares, par value $0.0001 per share, of the Company (including the “Class B Ordinary Shares”)Shares issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”)) for an aggregate purchase price of $25,000. On January 25[●], 2021, the Company effected Sponsor transferred 5,308,125 Founder Shares to HSM-Invest, a share dividend resulting in Switzerland simple or general non-commercial partnership to be established and controlled by Hubertus Muehlhaeuser (“HSM-Invest”), 30,000 Founder Shares to each of the Sponsor holding an aggregate independent director nominees and 15,000 Founder Shares to each member of 6,250,000 Class B Ordinary Sharesthe advisory board. Up to 750,000 Class B Ordinary 703,125 of the Founder Shares held by the Sponsor and 703,125 of the Founder Shares held by HSM-Invest are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with HSM-Invest and the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which HSM-Invest and the Sponsor agreed to purchase an aggregate of 4,000,000 6,333,333 warrants (or up to 4,400,000 7,083,333 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holderholders, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Shareholder Rights Agreement, dated as of the date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor, HSM-Invest, and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors directors, director nominees and director nominees, advisory board members in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with QVIDTVM Management LLC (“QVIDTVM”), in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which QVIDTVM agreed to purchase up to an aggregate of 15,000,000 forward purchase units at a purchase price of $10.00 per unit. The number of forward purchase units to be purchased is subject to the sole discretion of QVIDTVM, but in no event will be less than 5,000,000 forward purchase units.

Appears in 1 contract

Samples: Underwriting Agreement (Pontem Corp)

Introductory. Kismet Acquisition Two Corp.Forum Merger II Corporation, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (said units the “Public Units”). The 20,000,000 Public Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to an additional 3,000,000 Public Units as provided in Section 2. The additional 3,000,000 Public Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as Underwriters, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Public Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Public Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofliquidation. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of involving the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger II Corp)

Introductory. Kismet Osprey Energy Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”)18 hereof. Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third half of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Warrant(s)”). The Class A Ordinary Shares Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)July 20, 2017, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)July 20, 2017, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreementsold to Osprey Sponsor, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (including the Class B Ordinary Shares”)A Common Stock issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding for an aggregate purchase price of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised$25,000. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated effective as of the date hereof July 20, 2017 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 7,000,000 warrants (or up to 4,400,000 7,750,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one share of Class A Ordinary Share for $11.50 per share, subject to adjustment Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)July 20, 2017, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.2 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Common Stock underlying the Founder Shares underlying and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)July 20, 2017, by and among the Sponsor and each of the Company’s officers, directors directors, and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.4 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof Statement (the “Administrative Services AgreementInsider Letter”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Osprey Energy Acquisition Corp)

Introductory. Kismet Zxxxxx Energy Transition Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The Class A Ordinary Shares shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Citigroup Global Markets Inc. informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21March 12, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet ZETA Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 10,062,500 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (including the “Class B Ordinary Shares”)shares of Common Stock issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”)) for an aggregate purchase price of $25,000. On January 25, In April 2021, the Company effected a share dividend Sponsor transferred an aggregate of 120,000 Founder Shares to Kxxxxxxx X. Xxxxx, Pxxx X. Xxxxxxx and Bxxxxxxx X. Xxxx, the Company’s independent directors, resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary 9,942,500 Founder Shares. On June 4, 2021, the Sponsor surrendered 1,437,500 Founder Shares to the Company for no consideration, resulting in the Sponsor owning 8,505,000 Founder Shares and increasing the approximate price paid per Founder Share to $0.003. Up to 750,000 Class B Ordinary 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof May 6, 2021 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 9,500,000 warrants (or up to 4,400,000 10,550,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for whole share of Common Stock at $11.50 per share, subject to adjustment share (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof June 11, 2021, with ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (the “Forward Purchase AgreementZxxxxx Entity”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration StatementStatement (the “Zxxxxx Forward Purchase Agreement”), pursuant to which the Sponsor Zxxxxx Entity agreed to purchasepurchase $100,000,000 of units, on with each unit consisting of one share of Common Stock, 10,000,000 shares of Common Stock in the aggregate (the “Zxxxxx Forward Purchase Shares”), and one-third of one warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Zxxxxx Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement basis to occur concurrently with the closing of the initial Business Combination. The Company has entered into a Forward Purchase Agreement, an aggregate dated as of $20,000,000 of units June 11, 2021, with Bluescape Resources Company LLC, a Delaware limited liability company (which“Bluescape”, at and together with the option of the SponsorZxxxxx Entity, can be increased to up to $50,000,000 of units) (the “Forward Purchase SecuritiesParties”), in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “Bluescape Forward Purchase Agreement” and, together with the Zxxxxx Forward Purchase Agreement, the “Forward Purchase Agreements”), pursuant to which Bluescape agreed to purchase up to $100,000,000 of units, with each unit consisting of one Class A Ordinary Share share of Common Stock, 10,000,000 shares of Common Stock in the aggregate (the “Bluescape Forward Purchase Shares” and, together with the Zxxxxx Forward Purchase Shares, the “Forward Purchase Shares”) ), and one-third of one warrant warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Bluescape Forward Purchase Warrants” and, together with the Zxxxxx Forward Purchase Warrants, the “Forward Purchase Warrants”) ), for a purchase price of $10.00 per unit, in a private placement to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustmentoccur concurrently with the closing of the Business Combination. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder SharesPrivate Placement Warrants, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any, and the shares of Common Stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares. Pursuant to each of the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares and the shares of Common Stock underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors officers and director nomineesdirectors, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with Zxxxxx Partners, LP, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC Zxxxxx Partners, LP an aggregate monthly fee of up to $10,000 for certain office space, utilities and secretarial and administrative servicessupport.

Appears in 1 contract

Samples: Underwriting Agreement (Zimmer Energy Transition Acquisition Corp.)

Introductory. Kismet Silver Spike Acquisition Two Corp.Corp II, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 2118, 2020 (the “Founder’s Purchase Agreement”), with Kismet Silver Spike Sponsor LimitedII, LLC, a business company with Delaware limited liability incorporated in company (including the British Virgin Islands (Ordinary Shares issuable upon conversion thereof, the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share 25,000 (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 4,666,667 warrants (or up to 4,400,000 5,166,667 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors directors, and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 20,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Silver Spike Acquisition Corp II)

Introductory. Kismet Jaws Juggernaut Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21January 19, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Juggernaut Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased (i) an aggregate of 4,812,500 5,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company and (ii) 3,300,000 warrants (the “Class B Ordinary SharesPrivate Placement Warrants), ) for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares6,600,000. Up to 750,000 Class B Ordinary Founder Shares and 300,000 Private Placement Warrants are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares issuable upon conversion (“Founder Shares”) are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.7 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Jaws Juggernaut Acquisition Corp)

Introductory. Kismet N2 Acquisition Two Holdings Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 45,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 6,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; the Option Securities” and, together with the Firm Securities, being hereinafter called the “Offered Securities”)) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 21 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third fourth of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The Class A Ordinary Shares shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, amalgamation, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase AgreementSubscription Agreements, each dated September 21as of February 9, 2020 2021 (the “Founder’s Purchase AgreementAgreements”), with Kismet Sponsor Limitedeach of N2 Acquisition Founder LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx (collectively, the “Director Nominees”), pursuant to which the Sponsor and the Director Nominees purchased an aggregate of 4,812,500 12,937,500 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding for an aggregate purchase price of 6,250,000 Class B Ordinary Shares$25,000. Up to 750,000 Class B Ordinary 1,687,500 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 8,000,000 Warrants (or up to 4,400,000 warrants 8,900,000 Warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment share of Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a certain letter agreementagreements, each dated as of the date hereof (the “Insider Letter”)hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 Exhibits 10.8 and Exhibit 10.3, respectively, 10.9 to the Registration Statement. The Company has entered into Statement (each an Administrative Services Agreement“Insider Letter”, dated as of the date hereof (and together, the “Administrative Services AgreementInsider Letters”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (N2 Acquisition Holdings Corp.)

Introductory. Kismet Acquisition Two Corp.One Madison Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant to the Underwriters an the option to purchase up to 3,000,000 4,500,000 additional Units units of the Company to cover over-allotments, if any (the “Option Optional Securities”; ), as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and or twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)[·], 2018, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)[·], 2018, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of July 18, 2020 2017, as amended on December 1, 2017 (the “FounderSponsor’s Purchase Agreement”), with Kismet Sponsor LimitedOne Madison Group, LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Class B Ordinary Sponsor Founder Shares”), for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Strategic Partnership Agreement, dated as of the date hereof December 15, 2017 (the “Warrant Subscription Strategic Partnership Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration StatementBSOF Master Fund L.P., pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants a Cayman Islands exempted limited partnership (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase AgreementBSOF I”), BSOF Master Fund II L.P., a Cayman Island exempted limited partnership (together with the SponsorBSOF I, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services AgreementBlackstone Entities”), pursuant to which the Company will pay to Kismet Capital Group LLC Sponsor transferred an aggregate monthly fee of up 525,000 Sponsor Founder Shares to $10,000 for certain office space, secretarial and administrative servicesthe Blackstone Entities.

Appears in 1 contract

Samples: Underwriting Agreement (One Madison Corp)

Introductory. Kismet Acquisition Two Corp.New Frontier Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I I-A and Schedule I-B hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant to the Underwriters an the option to purchase up to 3,000,000 3,750,000 additional Units units of the Company to cover over-allotments, if any (the “Option Optional Securities”; ), as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and or twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation (the “Liquidation”); provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of April 19, 2020 2018 (the “FounderSponsor’s Purchase Agreement”), with Kismet Sponsor LimitedNew Frontier Public Holding Ltd., a business Cayman Islands exempted company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 10,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Sponsor Founder Shares”), for an aggregate purchase price of $25,000. The Company has entered into forward purchase agreements (collectively, the “Forward Purchase Agreements”) with the Sponsor and certain investors (the “Anchor Investors”) providing for the sale of 18,100,000 Class A ordinary shares (together, the "Forward Purchase Shares”), plus 4,525,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $181,000,000, or $10.00 per Forward Purchase Share, in a private placement transaction to close concurrently with the closing of the initial Business Combination. As an inducement to the Anchor Investors to enter into the Forward Purchase Agreements, the Sponsor transferred an aggregate of 2,262,500 Class B ordinary shares of the Company to the Anchor Investors for no consideration prior to the date hereof (the “Class B Ordinary Forward Purchase Anchor Shares”)” and collectively with the Sponsor Founder Shares, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof private placement warrants purchase agreement (the “Warrant Subscription Purchase Agreement”), dated the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, Sponsor pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 7,000,000 warrants (or up to 4,400,000 7,750,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”)) at $11.50 per share, at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof hereof, with the Sponsor, the Anchor Investors and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares and the warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreements, if anythe Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among agreements between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration StatementStatement (the “Insider Letters”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (New Frontier Corp)

Introductory. Kismet Acquisition Two Corp.Social Capital Hedosophia Holdings Corp. IV, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 35,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 3,000,000 aggregate of not more than 5,250,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 16, 2020 (the “Founder’s Purchase Agreement”), with Kismet SCH Sponsor LimitedIV LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 10,062,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 1,312,500 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 4,500,000 warrants (or up to 4,400,000 5,025,000 warrants if the underwriter’s over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. IV)

Introductory. Kismet Jaws Spitfire Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,750,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 2114, 2020 (the “Founder’s Purchase Agreement”), with Kismet Spitfire Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription an aggregate purchase price of $25,00025,000(including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 3,500,000 warrants (or up to 4,400,000 3,875,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 2.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (JAWS Spitfire Acquisition Corp)

Introductory. Kismet Jaws Juggernaut Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 24,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,600,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21January 19, 2020 2021, with Juggernaut Sponsor LLC, a Delaware limited liability company (the “Sponsor”), which was amended on June 17, 2021 (as amended, the “Founder’s Purchase Agreement”). Pursuant to the Founder’s Purchase Agreement (x) the Sponsor purchased (i) an aggregate of 5,750,000 Class B ordinary shares, with Kismet Sponsor Limitedpar value $0.0001 per share, of the Company and (ii) 3,300,000 warrants (“Private Placement Warrants”) for an aggregate purchase price of $6,600,000 and (y) has agreed to purchase an additional 460,000 Private Placement Warrants, at a business company with limited liability incorporated in price of $2.00 per Private Placement Warrant. Up to 360,000 Private Placement Warrants are subject to forfeiture depending on the British Virgin Islands (the “Sponsor”), pursuant extent to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”)Underwriters’ over-allotment option is exercised. On January 25June 17, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 6,900,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up to 750,000 Class B Ordinary 900,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Ordinary Shares issuable upon conversion of the Class B Ordinary Shares ordinary shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.7 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Jaws Juggernaut Acquisition Corp)

Introductory. Kismet Jaws Hurricane Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,750,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the Class A Ordinary SharesCommon Stock”), and one-third fourth of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The Class A Ordinary Shares shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationstock purchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21[●], 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Hurricane Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription an aggregate purchase price of $25,00025,000 (including the shares of Common Stock issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 3,500,000 warrants (or up to 4,400,000 3,875,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 2.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Stockholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Stockholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares shares of Common Stock underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Jaws Hurricane Acquisition Corp)

Introductory. Kismet Acquisition Two Corp.Social Capital Hedosophia Holdings Corp. V, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 65,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 3,000,000 aggregate of not more than 9,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof October [●], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof October [●], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 16, 2020 (the “Founder’s Purchase Agreement”), with Kismet SCH Sponsor LimitedIV LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 18,687,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 2,437,500 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof October [●], 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 7,500,000 warrants (or up to 4,400,000 8,475,000 warrants if the underwriter’s over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof October [●], 2020 (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof October [●], 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof October [●], 2020 (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. V)

Introductory. Kismet World Quantum Growth Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters Underwriter an option to purchase up to 3,000,000 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K 8‑K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21March 15, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedWorld Quantum Growth Acquisition LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 5,666,667 warrants (or up to 4,400,000 6,266,667 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (World Quantum Growth Acquisition Corp.)

Introductory. Kismet Tiga Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”) are acting as representatives), to issue and sell to the several Underwriters an aggregate of 20,000,000 units (the “Units”) of the Company (said units Company. The respective amounts of Units to be issued and sold so purchased by the Company being hereinafter called several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities”). .” The Company also proposes to grant to the Underwriters an the option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one warrant, where each redeemable warrant (the “Warrants”). Each whole warrant Warrant entitles the holder, upon exercise, holder of such Warrant to purchase one Class A Ordinary Share (from the “Warrant(s)”)Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (,or, if such date is not a Business Day, the following Business Day, unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to and provided: (a) the Company’s preparation of Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, may be exercised. The Warrants shall become exercisable during the period commencing on the later of of: (i) thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and (ii) twelve (12) months from the date of the consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of certain agreements on or prior to the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.hereof:

Appears in 1 contract

Samples: Underwriting Agreement (Tiga Acquisition Corp.)

Introductory. Kismet GO Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; the Option Securities” and, together with the Firm Securities, being hereinafter called the “Offered Securities”)) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 ‎21 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s shares of Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The Class A Ordinary Shares shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, amalgamation, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of June 22, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedGO Acquisition Founder LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 14,375,000 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding for an aggregate purchase price of 6,250,000 Class B Ordinary Shares$25,000. Up to 750,000 Class B Ordinary 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 8,000,000 Warrants (or up to 4,400,000 warrants 9,000,000 Warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment share of Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration and Stockholder Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)hereof, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.2 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a certain letter agreementagreements, each dated as of the date hereof (the “Insider Letter”)hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 Exhibits 10.7 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered into Statement (each an Administrative Services Agreement“Insider Letter”, dated as of the date hereof (and together, the “Administrative Services AgreementInsider Letters”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (GO Acquisition Corp.)

Introductory. Kismet Health Assurance Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units 50,000,000 SAILSM (“Units”Stakeholder Aligned Initial Listing) securities of the Company (said units SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,500,000 additional Units SAILSM securities of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof [Ÿ], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof [Ÿ], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 2124, 2020 (the “Founder’s Alignment Share Purchase Agreement”), with Kismet Sponsor LimitedGeneral Catalyst Group X - Early Venture, L.P., a business company with Delaware limited liability incorporated in the British Virgin Islands partnership (“GC Early Venture”) and Health Assurance Economy Foundation, a Delaware corporation (the “SponsorFoundation”), pursuant to which GC Early Venture and the Sponsor Foundation purchased an aggregate of 4,812,500 Class B ordinary 2,875,000 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Class B Ordinary Common Stock” and, together with the Class A Common Stock, the “Common Stock”) for an aggregate purchase price of $25,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Alignment Shares”). On January 25, 2021, the Company effected a share dividend resulting in 2,587,500 of which were subsequently transferred by GC Early Venture to the Sponsor holding an aggregate (as defined below). 375,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary the Alignment Shares are owned by the Sponsor being subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Alignment Shares are substantially similar to the shares Class A Ordinary Shares Common Stock included in the Units SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”), with HAAC Sponsor, LLC (the Sponsor”) and certain directors of the Company, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor and certain directors of the Company agreed to purchase an aggregate of 4,000,000 11,333,333 warrants (or up to 4,400,000 12,333,333 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each whole warrant entitling the holder, upon exercise, holder to purchase one share of Class A Ordinary Share for $11.50 per share, subject to adjustment Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsSAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Stockholder Rights Agreement, dated as of the date hereof [Ÿ], 2020 (the “Registration Rights Agreement”), with the Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, Private Placement Warrants and the shares of Class A Common Stock underlying the Alignment Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreementagreement dated [Ÿ], dated as of the date hereof 2020 (the “Insider Letter”), by and among the Sponsor Sponsor, the Foundation and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to GC Early Venture in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by GC Early Venture to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of January 31, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate monthly annual fee of up to $10,000 120,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Health Assurance Acquisition Corp.)

Introductory. Kismet Broadscale Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Warrant(s)”). The Class A Ordinary Shares Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release and filing with the Commission a Current Report on Form 8-K announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof [●], 2021 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof [●], 2021 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase AgreementOn November 10, dated September 212020, 2020 (the “Founder’s Purchase Agreement”)Nokomis ESG Sponsor, with Kismet Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 150,000 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company Company, (the “Class B Ordinary Shares”)subsequently increased to 7,187,500 shares via a 47.91667-for-1 stock split on December 11, 2020) for a total subscription an aggregate purchase price of $25,00025,000 (including the shares of Class A Common Stock issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares” and, together with the Class A Common Stock, the “Common Stock”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 937,500 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the shares of Class A Ordinary Shares Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof [●], 2021 (the “Warrant Subscription Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 5,000,000 warrants (or up to 4,400,000 5,500,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each whole warrant entitling the holder, upon exercise, holder to purchase one share of Class A Ordinary Share for $11.50 per share, subject to adjustment Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof [●], 2021 (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof [●], 2021 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”). These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of March 31, 2021 or the date of the closing of the Offering. The Company has entered into an Administrative Support Services Agreement, dated as of the date hereof [●], 2021 (the “Administrative Support Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate monthly annual fee of up to $10,000 240,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Broadscale Acquisition Corp.)

Introductory. Kismet Acquisition Two Corp.InterPrivate III Financial Partners Inc., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. .” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary Common Shares”), and one-third fifth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Common Share (the each, a Warrant(s)Warrant”). The Class A Ordinary Common Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Common Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Business Combination Marketing Agreement, dated the date hereof (the “Business Combination Marketing Agreement”), with the Representatives in substantially the form filed as Exhibit 1.2 to the Registration Statement, pursuant to which the Company will pay to the Representatives a cash fee for such services upon the consummation of the Company’s Business Combination in an amount equal to 3.5% of the gross proceeds of the Offering. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Warrants included in the Private Placement Warrants Units with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and Warrants included in the Private Placement WarrantsUnits. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of January 13, 2020 2021 (the “Founder’s Purchase Founder Shares Subscription Agreement”), with Kismet Sponsor LimitedInterPrivate Acquisition Management III, LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 5,750,000 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Common Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”), 750,000 of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. On January 25February 4, 2021, the Company effected a share dividend resulting transferred an aggregate of 120,000 Founder Shares to its independent director nominees, which resulted in the Sponsor holding an aggregate 5,630,000 Founder Shares, 750,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Common Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Private Placement Warrants Units Purchase Agreement, dated as of the date hereof (the “Warrant Sponsor Units Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 475,000 units (or up to 4,400,000 warrants if 520,000 units depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price each unit consisting of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Common Share for $11.50 per share, subject to adjustment and one-fifth of one Warrant (the “Sponsor Private Placement WarrantsUnits”). The Private Placement Warrants Units are substantially similar identical to the Warrants included Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an Underwriter Private Placement Units Purchase Agreement, dated the date hereof (the “EBC Units Subscription Agreement”), with EarlyBirdCapital, Inc., in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which EarlyBirdCapital, Inc. agreed to purchase an aggregate of 100,000 units (or up to 115,000 units depending on the extent to which the Underwriters’ over-allotment option is exercised), each unit consisting of one Common Share and one-fifth of one Warrant (the “EBC Private Placement Units” and together with the Sponsor Private Placement Units, the “Private Placement Units”). The EBC Private Placement Units are identical to the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, EarlyBirdCapital, Inc. and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the 200,000 Common shares issues to EarlyBirdCapital, Inc. on February 28, 2021 (the “Representative Shares”), the Private Placement Units, and the Common Shares underlying the Founder Shares, the Common Shares included as part of the Private Placement Warrants Units and the Class A Ordinary Common Shares underlying the warrants included as part of the Private Placement Warrants and warrants Units that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.7 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly the Sponsor a fee of up to $10,000 per month for certain office space, secretarial utilities and administrative and support services.

Appears in 1 contract

Samples: Underwriting Agreement (InterPrivate III Financial Partners Inc.)

Introductory. Kismet Jaws Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 7,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21February 4, 2020 (the “Founder’s Purchase Agreement”), with Kismet Jaws Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On April 24, 2020 and May [●], 2020, the Company effected share capitalizations resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding as of the Company date hereof (including the “Class B Ordinary Shares”)Shares issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, all of which are held by the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary SharesSponsor. Up to 750,000 Class B Ordinary 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 8,000,000 warrants (or up to 4,400,000 9,000,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor [and the other parties thereto], in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Jaws Acquisition Corp.)

Introductory. Kismet Hony Capital Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report current report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreementinvestment management trust agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreementwarrant agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreementsecurities purchase agreement, dated September 21February 11, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Hony Capital Acquisition Sponsor LimitedLLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate up to 1,125,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedexercised for an aggregate purchase price of $25,000. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreementprivate placement warrants purchase agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 8,000,000 warrants (or up to 4,400,000 8,900,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in full), exercised) at a price of $1.50 1.00 per warrantPrivate Placement Warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”)) for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreementregistration rights agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreementadministrative services agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, utilities, secretarial and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Hony Capital Acquisition Corp.)

Introductory. Kismet Zxxxxx Energy Transition Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The Class A Ordinary Shares shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Citigroup Global Markets Inc. informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21March 12, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet ZETA Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 10,062,500 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (including the “Class B Ordinary Shares”)shares of Common Stock issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”)) for an aggregate purchase price of $25,000. On January 25, In April 2021, the Company effected a share dividend Sponsor transferred an aggregate of 120,000 Founder Shares to Kxxxxxxx X. Xxxxx, Pxxx X. Xxxxxxx and Bxxxxxxx X. Xxxx, the Company’s independent directors, resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary 9,942,500 Founder Shares. On June 4, 2021, the Sponsor surrendered 1,437,500 Founder Shares to the Company for no consideration, resulting in the Sponsor owning 8,505,000 Founder Shares and increasing the approximate price paid per Founder Share to $0.003. Up to 750,000 Class B Ordinary 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof May 6, 2021 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 9,500,000 warrants (or up to 4,400,000 10,550,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for whole share of Common Stock at $11.50 per share, subject to adjustment share (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof hereof, with ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (the “Forward Purchase AgreementZxxxxx Entity”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration StatementStatement (the “Zxxxxx Forward Purchase Agreement”), pursuant to which the Sponsor Zxxxxx Entity agreed to purchasepurchase $100,000,000 of units, on with each unit consisting of one share of Common Stock, 10,000,000 shares of Common Stock in the aggregate (the “Zxxxxx Forward Purchase Shares”), and one-third of one warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Zxxxxx Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement basis to occur concurrently with the closing of the initial Business Combination. The Company has entered into a Forward Purchase Agreement, an aggregate of $20,000,000 of units (which, at the option dated as of the Sponsordate hereof, can be increased to up to $50,000,000 of units) with Bluescape Resources Company LLC, a Delaware limited liability company (“Bluescape”, and together with the Zxxxxx Entity, the “Forward Purchase SecuritiesParties”), in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “Bluescape Forward Purchase Agreement” and, together with the Zxxxxx Forward Purchase Agreement, the “Forward Purchase Agreements”), pursuant to which Bluescape agreed to purchase up to $100,000,000 of units, with each unit consisting of one Class A Ordinary Share share of Common Stock, 10,000,000 shares of Common Stock in the aggregate (the “Bluescape Forward Purchase Shares” and, together with the Zxxxxx Forward Purchase Shares, the “Forward Purchase Shares”) ), and one-third of one warrant warrant, 3,333,333 warrants in the aggregate, to purchase one whole share of Common Stock at $11.50 per share (the “Bluescape Forward Purchase Warrants” and, together with the Zxxxxx Forward Purchase Warrants, the “Forward Purchase Warrants”) ), for a purchase price of $10.00 per unit, in a private placement to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustmentoccur concurrently with the closing of the Business Combination. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder SharesPrivate Placement Warrants, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any, and the shares of Common Stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares. Pursuant to each of the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares and the shares of Common Stock underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors officers and director nomineesdirectors, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with Zxxxxx Partners, LP, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC Zxxxxx Partners, LP an aggregate monthly fee of up to $10,000 for certain office space, utilities and secretarial and administrative servicessupport.

Appears in 1 contract

Samples: Underwriting Agreement (Zimmer Energy Transition Acquisition Corp.)

Introductory. Kismet Acquisition Two Corp.Social Capital Hedosophia Holdings Corp. IV, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 40,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 3,000,000 aggregate of not more than 6,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 16, 2020 (the “Founder’s Purchase Agreement”), with Kismet SCH Sponsor LimitedIV LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 2,875,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000. On September 18, or approximately $0.005 per 2020, the Company approved a share capitalization resulting in an aggregate of 10,062,500 Class B Shares outstanding as of the date thereof. On October 8, 2020, the Company approved a share capitalization resulting in an aggregate of 11,500,000 Class B Shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 1,500,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant5,000,000 warrants, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. IV)

Introductory. Kismet Virgin Group Acquisition Two Corp.Corp. II., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, ( the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 35,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 5,250,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fifth of one redeemable warrant, where each whole warrant Warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”)Company, as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21as of January 22, 2020 2021 (the “Founder’s 's Purchase Agreement”), with Kismet Virgin Group Acquisition Sponsor LimitedII LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share 25,000 (the “Founder Shares”). On January 25February 12, 2021, the Company effected a 33-for-25 share dividend split with respect to the Founder Shares, resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary 9,487,500 Founder Shares. Up On March 22, 2021 the Company effected a 35-for-33 share split with respect to 750,000 Class B Ordinary the Founder Shares resulting in an aggregate of 10,062,500 Founder Shares issued and outstanding, and up to 1,312,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 6,000,000 warrants (or up to 4,400,000 6,700,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, nominees in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Virgin Group Acquisition Corp. II)

Introductory. Kismet Acquisition Two Corp.Social Capital Hedosophia Holdings Corp. III, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 72,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 10,800,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 21 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof April 21, 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof April 21, 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September January 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet SCH Sponsor LimitedIII LLC (f/k/a SCH Sponsor Corp. III), a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 17,250,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000. On April 21, or approximately $0.005 per 2020, the Company approved share capitalizations resulting in an aggregate of 20,700,000 Class B Shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 2,700,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof April 21, 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant10,933,333 warrants, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof April 21, 2020 (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof April 21, 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof April 21, 2020 (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. III)

Introductory. Kismet Acquisition Two Xxxxxxx Opportunity I Corp., a blank check company incorporated as a Cayman Islands exempted company (formerly known as Xxx Xxxx Opportunity Corp., the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 100,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 15,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a Business Day, the following Business Day) (unless the Representatives inform the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21January 28, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedXxxxxxx Associates, L.P., a business company Delaware limited partnership, and Xxxxxxx International, L.P., a Cayman Islands limited partnership (collectively, the “Initial Shareholders”), pursuant to which the Initial Shareholders purchased an aggregate of 21,562,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000, and the Company subsequently issued to the Initial Shareholders an additional 7,184,500 Class B ordinary shares, par value $0.0001 per share (including the Ordinary Shares issuable upon conversion thereof, collectively, the “Founder Shares”). Subsequently, the Initial Shareholders entered into a Securities Assignment Agreement, dated as of March 2, 2021 (the “Founder’s Assignment Agreement”), with Xxxxxxx Opportunity I Sponsor L.P., a Delaware limited liability incorporated in the British Virgin Islands partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of Initial Shareholders sold, assigned and transferred the Company (Founder Shares to the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary SharesSponsor. Up to 750,000 Class B Ordinary 3,750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Warrant Purchase Agreement, dated as of the date hereof hereof, (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 16,000,000 warrants (or up to 4,400,000 18,000,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Shareholder Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of (i) the Private Placement Warrants, (ii) the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and (iii) the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreementLetter Agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively10.8, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Elliott Opportunity I Corp.)

Introductory. Kismet Acquisition Two Xxxxxxx Opportunity II Corp., a blank check company incorporated as a Cayman Islands exempted company (formerly known as Wood Hill Opportunity Corp., the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 53,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,950,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a Business Day, the following Business Day) (unless the Representatives inform the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21February 1, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedXxxxxxx Associates, L.P., a business company Delaware limited partnership, and Xxxxxxx International, L.P., a Cayman Islands limited partnership (collectively, the “Initial Shareholders”), pursuant to which the Initial Shareholders purchased an aggregate of 10,062,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000, and the Company subsequently issued to the Initial Shareholders an additional 4,312,500 Class B ordinary shares, par value $0.0001 per share (including the Ordinary Shares issuable upon conversion thereof, collectively, the “Founder Shares”). Subsequently, the Initial Shareholders entered into a Securities Assignment Agreement, dated as of March 2, 2021 (the “Founder’s Assignment Agreement”), with Xxxxxxx Opportunity Sponsor II L.P., a Delaware limited liability incorporated in the British Virgin Islands partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of Initial Shareholders sold, assigned and transferred the Company (Founder Shares to the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”)Sponsor. On January 25June 28, 2021, the Company effected a approved share dividend capitalizations resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares15,237,500 Founder Shares outstanding as of the date hereof. Up to 750,000 Class B Ordinary 1,987,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Warrant Purchase Agreement, dated as of the date hereof hereof, (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 9,733,333 warrants (or up to 4,400,000 10,793,333 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Shareholder Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of (i) the Private Placement Warrants, (ii) the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and (iii) the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreementLetter Agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively10.8, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Elliott Opportunity II Corp.)

Introductory. Kismet Jaws Wildcat Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 3,750,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21[●], 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Wildcat Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 3,500,000 warrants (or up to 4,400,000 3,875,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 2.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Jaws Wildcat Acquisition Corp)

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Introductory. Kismet Acquisition Two Empowerment & Inclusion Capital I Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units (“Units”) of the Company (said units the “Units”). The 20,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Public Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative servicesbusinesses.

Appears in 1 contract

Samples: Underwriting Agreement (Empowerment & Inclusion Capital I Corp.)

Introductory. Kismet Hony Capital Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report current report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreementinvestment management trust agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreementwarrant agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreementsecurities purchase agreement, dated September 21February 11, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Hony Capital Acquisition Sponsor LimitedLLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 5,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up up to 750,000 Class B Ordinary Shares of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercisedexercised for an aggregate purchase price of $25,000. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreementprivate placement warrants purchase agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 6,000,000 warrants (or up to 4,400,000 6,600,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in full), exercised) at a price of $1.50 1.00 per warrantPrivate Placement Warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”)) for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreementregistration rights agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreementadministrative services agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, utilities, secretarial and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Hony Capital Acquisition Corp.)

Introductory. Kismet Broadscale Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Warrant(s)”). The Class A Ordinary Shares Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release and filing with the Commission a Current Report on Form 8-K announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof February 11, 2021 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof February 11, 2021 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase AgreementOn November 10, dated September 212020, 2020 (the “Founder’s Purchase Agreement”)Nokomis ESG Sponsor, with Kismet Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 150,000 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company Company, (the “Class B Ordinary Shares”)subsequently increased to 7,187,500 shares via a 47.91667-for-1 stock split on December 11, 2020 and, on February 11, 2021, increased to 8,625,000 via a stock dividend) for a total subscription an aggregate purchase price of $25,00025,000 (including the shares of Class A Common Stock issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares” and, together with the Class A Common Stock, the “Common Stock”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 1,125,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the shares of Class A Ordinary Shares Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof February 11, 2021 (the “Warrant Subscription Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 5,666,667 warrants (or up to 4,400,000 6,266,667 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each whole warrant entitling the holder, upon exercise, holder to purchase one share of Class A Ordinary Share for $11.50 per share, subject to adjustment Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof February 11, 2021 (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof February 11, 2021 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”). These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of March 31, 2021 or the date of the closing of the Offering. The Company has entered into an Administrative Support Services Agreement, dated as of the date hereof February 11, 2021 (the “Administrative Support Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate monthly annual fee of up to $10,000 240,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Broadscale Acquisition Corp.)

Introductory. Kismet Acquisition Two SCVX Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 21 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Unitsunits, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)January 23, 2020, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.3 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)January 23, 2020, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of November 19, 2020 2019 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedSCVX USA LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which on November 22, 2019, the Sponsor purchased an aggregate of 4,812,500 5,750,000 Class B ordinary shares of the Company shares, par value $0.0001 per share (the “Class B Ordinary Shares”), of the Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 750,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. On December 20, 2019, the Company entered into a Securities Assignment Agreement, pursuant to which the Company assigned an aggregate of 1,092,500 of its Founder Shares to Xxxxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xx, Xxxxxx Xxxxxxx-Last, Xxxxxx Xxxxx and Xxxx Xxxxxxxxxx, for an aggregate purchase price of $4,750.00. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”)January 23, 2020, with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration StatementStatement (the “Warrant Subscription Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 6,000,000 warrants (or up to 4,400,000 6,600,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)January 23, 2020, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)January 23, 2020, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of January 23, 2020, with an affiliate of the date hereof Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (SCVX Corp.)

Introductory. Kismet Acquisition Two Corp.Aspirational Consumer Lifestyle Corp. II, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd date following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, Units and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September January 21, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet ASP Sponsor LimitedII LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Founder Shares”), ) for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 1,125,000 Founder Shares held by the Sponsor are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 5,666,667 warrants (or up to 4,400,000 6,266,667 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered will enter into a Registration Rights Agreement, to be dated as of the date hereof Closing Date (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with Turmeric Capital Holdings Pte Ltd, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 20,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Aspirational Consumer Lifestyle Corp. II)

Introductory. Kismet Infinite Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 24,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,600,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; the Option Securities” and, together with the Firm Securities, being hereinafter called the “Offered Securities”)) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 21 of this agreement (this “Agreement”). Each Unit unit (the “Units”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)Warrants”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesentities involving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof the Closing Date (the “Trust Agreement”as defined herein), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof (the “Warrant Agreement”)Closing Date, with respect to the Warrants and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of April 9, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedInfinite Sponsor, LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 5,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”), for an aggregate purchase price of $25,000. On January 25, 2021In connection with the offering, the Company effected a share dividend stock split resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares6,900,000 Founder Shares issued. Up to 750,000 Class B Ordinary 900,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. In November 2021, the Sponsor transferred an aggregate of 100,000 Founder Shares to the director nominees of the Company. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 12,100,000 Warrants (or up to 4,400,000 warrants 13,540,000 Warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof (the “Forward Purchase Agreement”)Closing Date, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.2 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted will grant certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an engagement letter with LionTree Advisors LLC (“LionTree Advisors”), to be dated as of the Closing Date (the “Engagement Letter”), in substantially the form filed as Exhibit 10.9 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement” and, collectively with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Engagement Letter, the “Transaction Documents”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will will, subject to the terms of the Administrative Services Agreement, pay to Kismet Capital Group LLC an affiliate of the Sponsor, an aggregate monthly fee of up to $10,000 for certain office space, secretarial utilities, administrative and administrative servicessupport services from the date the Registration Statement is declared effective until the earlier of (x) the consummation of an initial Business Combination and (y) the Liquidation (as defined below).

Appears in 1 contract

Samples: Underwriting Agreement (Infinite Acquisition Corp.)

Introductory. Kismet Virgin Group Acquisition Two Corp.Corp. II., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, ( the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 33,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,950,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fifth of one redeemable warrant, where each whole warrant Warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”)Company, as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21as of January 22, 2020 2021 (the “Founder’s 's Purchase Agreement”), with Kismet Virgin Group Acquisition Sponsor LimitedII LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share 25,000 (the “Founder Shares”). On January 25, 2021February 12, the Company effected a 33-for-25 share dividend split with respect to the Founder Shares, resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up 9,487,500 Founder Shares issued and outstanding, and up to 750,000 Class B Ordinary 1,237,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters' over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 5,733,333 warrants (or up to 4,400,000 6,393,333 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, nominees in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 [10,000] for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Virgin Group Acquisition Corp. II)

Introductory. Kismet Acquisition Two Social Capital Hedosophia Holdings Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,5000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)[•], 2017, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.3 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)[•], 2017, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of May 10, 2020 2017 (the “Founder’s Purchase Agreement”), with Kismet SCH Sponsor LimitedCorp., a business Cayman Islands exempted company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 14,375,000 Class B ordinary shares of the Company shares, par value $0.0001 per share (the “Class B Ordinary Shares”), of the Company, for a total subscription an aggregate purchase price of $25,000. On May 18, or approximately $0.005 per share 2017, the Sponsor surrendered 2,875,000 Class B Shares for no value, and on August 23, 2017 the Company approve ashore capitalizations, resulting in an aggregate of 14,375,000 Class B Shares outstanding and held by the Sponsor as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 1,875,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated effective as of the date hereof [•], 2017 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 8,000,000 warrants (or up to 4,400,000 9,000,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)[•], 2017, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)[•], 2017, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of [•], 2017, with an affiliate of the date hereof Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp.)

Introductory. Kismet Osprey Technology Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Warrant(s)”). The Class A Ordinary Shares Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)[ ], 2019, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 [10.1] to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)[ ], 2019, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 [4.4] to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreementsold to Osprey Sponsor II, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (including the Class B Ordinary Shares”)A Common Stock issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding for an aggregate purchase price of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised$25,000. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof [ ], 2019 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 exhibit [10.3] to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 7,000,000 warrants (or up to 4,400,000 7,750,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one share of Class A Ordinary Share for $11.50 per share, subject to adjustment Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)[ ], 2019, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 [10.2] to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)[ ], 2019, by and among the Sponsor and each of the Company’s officers, directors directors, and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, [10.4] to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of [ ], 2019, with the date hereof Sponsor, in substantially the form filed as Exhibit [10.7] to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, utilities, secretarial support and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Osprey Technology Acquisition Corp.)

Introductory. Kismet Acquisition Two Corp.Anthropos Capital Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; the Option Securities” and, together with the Firm Securities, being hereinafter called the “Offered Securities”)) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 21 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of February 4, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedAnthropos Management LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding for an aggregate purchase price of 6,250,000 Class B Ordinary Shares$25,000. Up to 750,000 Class B Ordinary 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 4,666,667 Warrants (or up to 4,400,000 warrants 5,166,667 Warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration and Shareholder Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)hereof, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.2 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement” and, collectively with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement and the Insider Letter, the “Transaction Documents”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will will, subject to the terms of the Administrative Services Agreement, pay to Kismet Capital Group LLC the Sponsor, an aggregate monthly fee of up to $10,000 for certain office space, secretarial utilities, administrative and administrative servicessupport services from the date that the Units are first listed on the Nasdaq Capital Market (“Nasdaq”) until the earlier of (x) the consummation of an initial Business Combination and (y) the Liquidation (as defined below).

Appears in 1 contract

Samples: Underwriting Agreement (Anthropos Capital Corp)

Introductory. Kismet Jaws Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 60,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 9,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21February 4, 2020 (the “Founder’s Purchase Agreement”), with Kismet Jaws Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On April 24, 2020, May 8, 2020 and May 13, 2020, the Company effected share capitalizations resulting in an aggregate of 17,250,000 Class B ordinary shares outstanding as of the Company date hereof (including the “Class B Ordinary Shares”)Shares issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 2,250,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 9,333,333 warrants (or up to 4,400,000 10,533,333 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Shareholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Jaws Acquisition Corp.)

Introductory. Kismet ARYA Sciences Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, proposes to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 12,500,000 units of the Company (said units the “Units”). The 12,500,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 3,000,000 an additional 1,875,000 Units as provided in Section 2. The additional 1,875,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “SecuritiesOffering”). To the extent that there are no additional Underwriters underwriters listed on Schedule I other than youA, the term Representatives “Representative” as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter “Underwriters” shall mean either the singular or plural the plural, as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant fractional warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative servicesbusinesses.

Appears in 1 contract

Samples: Underwriting Agreement (Arya Sciences Acquisition Corp.)

Introductory. Kismet Silver Spike Acquisition Two Corp.Corp II, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 25,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 3,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.or

Appears in 1 contract

Samples: Underwriting Agreement (Silver Spike Acquisition Corp II)

Introductory. Kismet JAWS Hurricane Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 27,500,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 4,125,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the Class A Ordinary SharesCommon Stock”), and one-third fourth of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The Class A Ordinary Shares shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationstock purchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered will enter into an Investment Management Trust Agreement, to be dated as of the date hereof Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered will enter into a Warrant Agreement, to be dated as of the date hereof Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21January 19, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Hurricane Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription an aggregate purchase price of $25,000. On June 10, or approximately $0.005 per share 2021, the Company effected a stock dividend resulting in an aggregate of 7,906,250 shares of Class B common stock outstanding as of the date hereof (including the shares of Common Stock issuable upon conversion thereof, the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary 1,031,250 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 3,750,000 warrants (or up to 4,400,000 4,162,500 warrants if the over-allotment option is exercised in full), at a price of $1.50 2.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered will enter into a Forward Purchase Registration and Stockholder Rights Agreement, to be dated as of the date hereof Closing Date (the “Forward Purchase Registration and Stockholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares shares of Common Stock underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Jaws Hurricane Acquisition Corp)

Introductory. Kismet Artius Acquisition Two Corp.Inc., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 52,500,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,875,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof , 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof , 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21February 4, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedArtius Acquisition Partners LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000. On June 24, 2020, the Company effected a share capitalization resulting in an aggregate of 15,093,750 Class B ordinary shares outstanding as of the Company date hereof (including the “Class B Ordinary Shares”)Shares issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate up to 1,968,750 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof , 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 8,666,667 warrants (or up to 4,400,000 9,716,667 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in full), exercised) at a price of $1.50 per warrantPrivate Placement Warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”)) for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof , 2020 (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof , 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof , 2020 (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 25,000 for certain accounting, bookkeeping, office space, IT support, professional, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Artius Acquisition Inc.)

Introductory. Kismet Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (Subject to the “Company”), agrees with the several underwriters named in Schedule I hereto (collectivelyterms and conditions contained herein, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, Company proposes to issue and sell to the several Underwriters 20,000,000 units 1,320,000 Units (the “Units”) consisting of the Company 1,320,000 shares of common stock (said units to be issued and sold by the Company being hereinafter called the “Firm SecuritiesCommon Stock”) and 1,320,000 redeemable warrants to purchase Common Stock (the “Warrants”). The Common Stock and Warrants shall be offered and sold together as Units and the Units will be traded on the American Stock Exchange. Until notice is given by the Company also proposes (“Notice of Separation”) to grant holders of the Units and to the American Stock Exchange at which time the Units will be deemed separated and the Common Stock and Warrants shall thereafter be traded only on a separate basis. The separation of the Units into shares of Common Stock and Warrants will occur upon the earlier of one year from the date of this Agreement or 30 days after such Notice of Separation is given. However, the Company shall not allow separation of the Units until the earlier to occur of 60 days immediately following the date of this Agreement or exercise by the Underwriters an of their entire overallotment option described below. For the purpose of this Agreement, references hereinafter to Units, Common Stock and Warrants shall sometimes be referred to as the “Securities” where appropriate. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representatives options to purchase up to 3,000,000 an additional 198,000 Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Additional Securities”). To , which options to purchase shall be exercisable, in whole or in part, from time to time during the extent that there are no additional Underwriters listed sixty (60) day period commencing on Schedule I other than you, the term Representatives date on which the Registration Statement (as used herein shall mean you, as Underwriters, hereinafter defined) is initially declared effective (the “Effective Date”) by the Securities and Exchange Commission (the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this AgreementCommission”). Each Unit consists Warrant will entitle the holder to purchase one share of one Common Stock (a “Warrant Share”) at a price equal to 120% of the offering price of the Units during the four year exercise period of the Warrants, subject to the Company’s Class A ordinary shares (the “Class A Ordinary Shares”), and one-third right of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”)redemption. The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt may be redeemed by the Company commencing one year from the Effective Date of the proceeds of the Offering (as defined below)Registration Statement upon at least 30 days prior written notice, (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheetin whole but not in part, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 0.10 per share, subject to adjustment, Warrant provided the closing bid price for the Company’s Common Stock is at least 160% of the offering price of the Units during each day of the period commencing on twenty (20) trading days immediately preceding the later of thirty (30) days after the completion date of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date written notice of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to notice of any such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the Warrant Agreement (as defined below), a Warrant may not Warrants shall be exercised for a fractional share, so that only whole Warrants may be exercised at any given time governed by a holder thereof. As used herein, warrant agreement between the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share exchange, share reconstruction Company and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof its transfer agent (the “Warrant Agreement”), with respect which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representatives. The Units, Common Stock, Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Additional Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as more fully described in the Registration StatementProspectus referred to below. All references to the Company below shall be deemed to include, where appropriate, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loansCompany’s subsidiaries, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Arena Resources Inc)

Introductory. Kismet Osprey Technology Acquisition Two Corp.Corp. II, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 32,500,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,875,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one share of Class A Ordinary Share Common Stock (the “Warrant(s)”). The Class A Ordinary Shares Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day, (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share at a price of Common Stock for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesentities involving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)April [•], 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)April [•], 2021, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreementsold to Osprey Technology Sponsor II, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 9,343,750 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (including the Class B Ordinary Shares”)A Common Stock issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding for an aggregate purchase price of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised$25,000. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof April [•], 2021 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 6,000,000 warrants (or up to 4,400,000 6,650,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one share of Class A Ordinary Share for $11.50 per share, subject to adjustment Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)April [•], 2021, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.2 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)April [•], 2021, by and among the Sponsor and each of the Company’s officers, directors directors, and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.4 to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of April [•], 2021, with the date hereof Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, utilities, secretarial support and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Osprey Technology Acquisition Corp. II)

Introductory. Kismet Acquisition Two Corp.Social Capital Hedosophia Holdings Corp. VI, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 100,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 3,000,000 aggregate of not more than 15,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 16, 2020 (the “Founder’s Purchase Agreement”), with Kismet SCH Sponsor LimitedIV LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 28,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 3,750,000 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 11,000,000 warrants (or up to 4,400,000 12,500,000 warrants if the underwriter’s over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. VI)

Introductory. Kismet Revolution Healthcare Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units 50,000,000 SAILSM (“Units”Stakeholder Aligned Initial Listing) securities of the Company (said units SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,500,000 additional Units SAILSM securities of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third fifth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-five (5) year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof [●], 2021 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof [●], 2021 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase AgreementSubscription Agreements, dated September 21January 11, 2020 2021 (the “Founder’s Purchase Securities Subscription Agreement”), with Kismet each of REV Sponsor LimitedLLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), and Health Assurance Economy Foundation, a Delaware nonprofit nonstock corporation (the “Foundation”), pursuant to which the Sponsor and the Foundation purchased an aggregate of 4,812,500 Class B ordinary 2,875,000 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Class B Ordinary Common Stock” and, together with the Class A Common Stock, the “Common Stock”), for an aggregate purchase price of $25,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Alignment Shares”). On January 25, 2021, 356,250 and 18,750 of the Company effected a share dividend resulting in Alignment Shares owned by the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares and the Foundation, respectively, are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Alignment Shares are substantially similar to the shares of Class A Ordinary Shares Common Stock included in the Units SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof [●], 2021 (the “Warrant Subscription Private Placement Warrants Purchase Agreement”), with the SponsorSponsor and certain directors of the Company, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 11,333,333 warrants (or up to 4,400,000 12,333,333 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each whole warrant entitling the holder, upon exercise, holder to purchase one share of Class A Ordinary Share for $11.50 per share, subject to adjustment Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsSAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Stockholder Rights Agreement, dated as of the date hereof [●], 2021 (the “Registration Rights Agreement”), with the Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder SharesPrivate Placement Warrants, the Conversion Shares and the warrants (which will be substantially similar to the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreementagreement dated [●], dated as of the date hereof 2021 (the “Insider Letter”), by and among the Sponsor Sponsor, the Foundation and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.9 to the Registration Statement. The Company has entered issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of December 31, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate monthly annual fee of up to $10,000 120,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Revolution Healthcare Acquisition Corp.

Introductory. Kismet Acquisition Two Corp.Social Capital Hedosophia Holdings Corp. V, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters underwriter named in Schedule I hereto (collectively, the “UnderwritersUnderwriter”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 Underwriter 65,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriter, at the option of the Underwriter, an option to purchase up to 3,000,000 aggregate of not more than 9,750,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as Underwritersthe Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters Underwriter and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21July 16, 2020 (the “Founder’s Purchase Agreement”), with Kismet SCH Sponsor LimitedIV LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 18,687,500 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,00025,000 (including the Ordinary Shares issuable upon conversion thereof, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate 2,437,500 of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 7,500,000 warrants (or up to 4,400,000 8,475,000 warrants if the underwriter’s over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Social Capital Hedosophia Holdings Corp. V)

Introductory. Kismet CBRE Acquisition Two Corp.Holdings, Inc., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units 35,000,000 SAILSM (“Units”Stakeholder Aligned Initial Listing) securities of the Company (said units SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 5,250,000 additional Units SAILSM securities of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The shares of Class A Ordinary Shares Common Stock and Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day), unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Ordinary Share Common Stock at a price of $11.50 11.00 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesassets involving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof [•], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof [•], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21November 6, 2020 (the “Founder’s Alignment Share Purchase Agreement”), with Kismet Sponsor LimitedCBRE Acquisition Sponsor, LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary 2,300,000 shares of the Company Company’s Class B common stock, par value $0.0001 per share (the “Class B Ordinary Common Stock” and, together with the Class A Common Stock, the “Common Stock”) for an aggregate purchase price of $25,000 (the “Alignment Shares”) (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25November 27, 20212020, the Sponsor and the Company effected entered into a share dividend Surrender of Shares and Amendment No. 1 to the Subscription Agreement to reflect the forfeiture and surrender by the Sponsor to the Company of 287,500 Alignment Shares, resulting in 2,012,500 Alignment Shares remaining outstanding (including the Sponsor holding an aggregate forfeiture of 6,250,000 Class B Ordinary Shares. Up up to 750,000 Class B Ordinary 262,500 Alignment Shares are subject to forfeiture depending on the extent to which the Underwriters’ Underwriter’s over-allotment option is exercised). The Class B Ordinary On [•], 2020, the Alignment Shares are substantially similar were reclassified to the Class A Ordinary Shares included in the Units except add certain conversion and other rights, benefits and obligations each as described in the Registration Statement, the Statutory Prospectus and the Prospectus. On [•], 2020, the Sponsor sold 201,250 alignment shares to the Company’s independent directors and officers at a price of $0.01 per share. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 6,666,667 warrants (or up to 4,400,000 7,366,667 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each whole warrant entitling the holder, upon exercise, holder to purchase one share of Class A Ordinary Share for $11.50 per share, subject to adjustment Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the UnitsSAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Stockholder Rights Agreement, dated as of the date hereof [•], 2020 (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, Private Placement Warrants and the shares of Class A Common Stock underlying the Alignment Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof [•], 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”) in exchange for the payments by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with CBRE. Inc., in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC CBRE, Inc. an aggregate monthly fee of up to $10,000 for certain office space, utilities, finance, accounting, tax and other administrative and secretarial and administrative servicessupport.

Appears in 1 contract

Samples: Underwriting Agreement (CBRE Acquisition Holdings, Inc.)

Introductory. Kismet Trepont Acquisition Two Corp.Corp I, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Underwritten Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Securities”; ) as set forth below. The Underwritten Securities and the Option Securities, together with the Firm Securities, being hereinafter Securities are herein collectively called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”)Company, as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Underwritten Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated as of September 2128, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedTrepont Acquisition I, LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 5,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share 25,000 (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 8,000,000 warrants (or up to 4,400,000 8,900,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)December 1, 2020, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)December 1, 2020, by and among the Sponsor and each of the Company’s officers, directors and director nominees, nominees in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services AgreementAgreement with the Sponsor, dated in substantially the form filed as of Exhibit 10.8 to the date hereof Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor (or an aggregate monthly fee of affiliate thereof) up to $10,000 per month for certain office space, utilities, secretarial and administrative servicessupport services provided to management of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Trepont Acquistion Corp I)

Introductory. Kismet Trepont Acquisition Two Corp.Corp I, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Underwritten Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Securities”; ) as set forth below. The Underwritten Securities and the Option Securities, together with the Firm Securities, being hereinafter Securities are herein collectively called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit unit (a “Unit”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”)Company, as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account at X.X. Xxxxxx Xxxxx Bank, N.A. (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Underwritten Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of [l], 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedTrepont Acquisition I, LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 5,750,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share 25,000 (the “Founder Shares”). On January 25, 2021and 1,437,500 of such Founder Shares were forfeited on November 16, the Company effected a share dividend 2020, resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares5,750,000 Founder Shares remaining outstanding. Up to 750,000 Class B Ordinary Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 8,000,000 warrants (or up to 4,400,000 8,900,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)[l], 2020, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)[l], 2020, by and among the Sponsor and each of the Company’s officers, directors and director nominees, nominees in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services AgreementAgreement with the Sponsor, dated in substantially the form filed as of Exhibit 10.8 to the date hereof Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor (or an aggregate monthly fee of affiliate thereof) up to $10,000 per month for certain office space, utilities, secretarial and administrative servicessupport services provided to management of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Trepont Acquistion Corp I)

Introductory. Kismet Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (Subject to the “Company”), agrees with the several underwriters named in Schedule I hereto (collectivelyterms and conditions contained herein, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, Company proposes to issue and sell to the several Underwriters 20,000,000 units 1,500,000 Units (the "Units") consisting of 1,500,000 shares of common stock (the "Common Stock") and 1,500,000 redeemable warrants to purchase Common Stock (the "Warrants"). The Common Stock and Warrants shall be offered and sold together as Units and the Units will be traded on Nasdaq or the American Stock Exchange. Until notice is given by the Company (said units "Notice of Separation") to holders of the Units and to Nasdaq or the American Stock Exchange at which time the Units will be issued deemed separated and sold the Common Stock and Warrants shall thereafter be traded only on a separate basis. The separation of the Units into shares of Common Stock and Warrants will occur upon the earlier of 180 days from the date of this Agreement or 30 days after such Notice of Separation is given. However, the Company shall not allow separation of the Units until the earlier to occur of 60 days immediately following the date of this Agreement or exercise by the Underwriters of their entire overallotment option described below. For the purpose of this Agreement, references hereinafter to Units, Common Stock and Warrants shall sometimes be referred to as the "Securities" where appropriate. In addition, solely for the purpose of covering over-allotments, the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant grants to the Underwriters an option Representative options to purchase up to 3,000,000 an additional 225,000 Units to cover over-allotments, if any (the “Option "Additional Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares (the “Class A Ordinary Shares”"), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, which options to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included shall be exercisable, in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision whole or in part, from time to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, time during the 60 day period commencing on the later date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "Effective Date") by the Securities and Exchange Commission (the "Commission"). Each Warrant will entitle the holder to purchase one share of thirty Common Stock (30a "Warrant Share") days after the completion at a price equal to 115% of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date offering price of the consummation Units during the five year exercise period of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; providedWarrants, however, that pursuant subject to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Company's right of redemption. The Warrants may be exercised at any given time redeemed by a holder thereof. As used herein, the term “Business Combination” (as described more fully in Company commencing 180 days from the Effective Date of the Registration Statement) shall mean a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)Statement upon at least 30 days prior written notice, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held whole but not in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full)part, at a price of $1.50 0.25 per warrantWarrant provided the closing bid price for the Company's Common Stock is at least 160% of the offering price of the Units during each day of the 20 trading days immediately preceding the date of the Company's written notice of redemption; provided, each that notice of any such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the Warrants shall be governed by a warrant entitling agreement between the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment Company and its transfer agent (the “Private Placement Warrants”"Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as Common Stock, Warrants and Additional Securities are more fully described in the Registration StatementProspectus referred to below. All references to the Company below shall be deemed to include, where appropriate, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loansCompany's subsidiaries, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: HyperSpace Communications, Inc.

Introductory. Kismet VG Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 48,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,200,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)October 1, 2020, with Continental Stock Transfer & Trust Company (“CST”)Company, as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)October 1, 2020, with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of February 28, 2020 (the “Founder’s Purchase Agreement”), with Kismet Bleecker Street Acquisition Sponsor LimitedLLC, a business company with Cayman Islands limited liability incorporated in company (the British Virgin “Former Sponsor”), pursuant to which the Former Sponsor purchased an aggregate of 13,800,000 Class B ordinary shares, par value $0.0001 per share, of the Company (after giving effect to a 6-for-5 stock split, effected October 1, 2020), for an aggregate purchase price of $25,000 (the “Founder Shares”). Subsequently, the Former Sponsor entered into a Securities Assignment Agreement, dated as of September 22, 2020 (the “Founder’s Assignment Agreement”), with VG Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Former Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of sold, assgined and transferred the Company (Founder Shares to the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary SharesSponsor. Up to 750,000 Class B Ordinary 1,800,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof October 1, 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 7,733,333 warrants (or up to 4,400,000 8,693,333 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)October 1, 2020, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)October 1, 2020, by and among the Sponsor and each of the Company’s officers, directors and director nominees, nominees in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof Statement (the “Administrative Services AgreementInsider Letter”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (VG Acquisition Corp.)

Introductory. Kismet Acquisition Two Poema Global Holdings Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Underwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 2130, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedPoema Global Partners LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”)shares, for a total subscription price of par value $25,000, or approximately $0.005 0.0001 per share (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), of the Company for an aggregate purchase price of $25,000. In December 2020, the Sponsor transferred 25,000 Class B ordinary shares to each of Xxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxxx and Xxxx Xxxxxxxxx, the Company’s independent directors. On January 255, 2021, the Company effected a share dividend capitalization resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares8,625,000 Founder Shares outstanding as of the date hereof. Up to 750,000 Class B Ordinary 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 8,500,000 warrants (or up to 4,400,000 9,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Shareholder Rights Agreement, dated as of the date hereof (the “Registration and Shareholder Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Poema Global Holdings Corp.)

Introductory. Kismet Tekkorp Digital Acquisition Two Corp.Corp. II, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with proposes, upon the several underwriters named terms and conditions set forth in Schedule I hereto this agreement (collectively, the this UnderwritersAgreement”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units underwriters named in Schedule A (the UnitsUnderwriters”) an aggregate of 15,000,000 units of the Company (said units the “Units”). The 15,000,000 Units to be issued and sold by the Company being hereinafter are called the “Firm Securities”). The .” In addition, the Company also proposes to grant has granted to the Underwriters an option to purchase up to 3,000,000 an additional 2,250,000 Units as provided in Section 2. The additional 2,250,000 Units to cover over-allotmentsbe sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if any and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “AgreementOffering”). Each Unit consists of one Class A ordinary share of the Company’s Class A ordinary shares , par value $0.0001 per share (the Class A Ordinary SharesShare”), and one-third of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, holder thereof to purchase one Class A Ordinary Share (the “Warrant(s)Public Warrants”). The Class A Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below)Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of for $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s an initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative servicesbusinesses.

Appears in 1 contract

Samples: Underwriting Agreement (Tekkorp Digital Acquisition Corp. II)

Introductory. Kismet Jeneration Acquisition Two Corp.Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,500,000 additional Units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of to this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares share, par value $0.0001 per share, of the Company (the “Class A Ordinary SharesShare”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless or, if such date is not a business day, the Representatives inform the Company of their decision to allow earlier separate tradingfollowing business day), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will beginbegin (unless the Representatives inform the Company of their decision to allow earlier separate trading). No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21February 6, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedJeneration Acquisition LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Founder Shares” and, together with the Class B A Ordinary Shares, the “Ordinary Shares”), ) for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share 25,000 (including the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B A Ordinary Shares issuable upon conversion thereof), 1,125,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. In March 2021, the Sponsor transferred 25,000 Founder Shares to each of Xxxxxx Xxxxxxxx and, Xxxxx Xx and Xxxx Xxxxx. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 5,333,333 warrants (or up to 4,400,000 5,933,333 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for at a price of $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and Warrants, the Class A Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of December 31, 2021 or the date of the closing of the Offering. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor or an aggregate affiliate of the Sponsor a monthly fee of up to $10,000 15,000 for certain office space, utilities, secretarial and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Jeneration Acquisition Corp)

Introductory. Kismet Cxxxxxx Acquisition Two Corp.Co., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 10,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 1,500,000 additional Units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of to this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares share, par value $0.0001 per share, of the Company (the “Class A Ordinary SharesShare”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless or, if such date is not a business day, the Representatives inform the Company of their decision to allow earlier separate tradingfollowing business day), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will beginbegin (unless the Representative informs the Company of its decision to allow earlier separate trading). No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21April 8, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedChenghe Investment Co., a business Cayman Islands exempted company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 Class B ordinary shares shares, par value approximately $0.003 per share, of the Company (the “Founder Shares” and, together with the Class B A Ordinary Shares, the “Ordinary Shares”), ) for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share (the “Founder Shares”)25,000 . On January 25June 20, 2021 and December 28, 2021, the Company effected a share dividend resulting in respectively, the Sponsor holding an aggregate of 6,250,000 Class B Ordinary surrendered and forfeited to us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 4,312,500 Founder Shares. Up On March 29, 2022, the Sponsor further surrendered and forfeited to 750,000 Class B Ordinary us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 2,875,000 founder shares, of which up to 375,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary On March 30, 2022, the Sponsor transferred an aggregate of 177,439 of its Founder Shares are substantially similar to the Class A Ordinary our independent director nominees and advisory board member, for their board and advisory services, in each case for no cash consideration. Out of these 177,439 Founder Shares included transferred to our independent director nominees and advisory board member, 110,000 Founder Shares will not be subject to forfeiture in the Units except as described in event the Registration Statement, the Statutory Prospectus and the Prospectusunderwriters’ over-allotment option is not exercised. The Company has entered into a Private Placement Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 7,000,000 warrants (or up to 4,400,000 7,750,000 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for at a price of $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Warrant Agreement, Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and Warrants, the Class A Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nomineesnominees and members of the Company’s advisory board, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note on April 8, 2021 (as amended on January 27, 2022) for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 and Exhibit 10.9 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2022 or the date of the closing of the Offering. The Company has entered into an Administrative Services Agreement, dated as of the date hereof April 27, 2022 (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate the Sponsor a monthly fee of up to $10,000 15,000 for certain office space, utilities, secretarial and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Chenghe Acquisition Co.)

Introductory. Kismet Acquisition Two Corp.Surety Capital Corporation, a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the "Company"), agrees with proposes to issue and sell 1,500,000 shares ("Firm Shares") of its authorized but unissued Common Stock, par value $.01 per share ("Common Stock"), to the several underwriters named in Schedule I hereto as it may be amended by the Pricing Agreement hereinafter defined (collectively"Underwriters"), who are acting severally and not jointly. In addition, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 225,000 additional Units shares of Common Stock ("Additional Shares") as provided in Section 4 hereof. The Firm Shares, and to cover over-allotmentsthe extent such option is exercised, the Additional Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwritersit has not yet become effective, and the term Underwriter shall mean either Pricing Agreement hereinafter defined has been executed and delivered. ---------------- * Plus an option to acquire up to 225000 additional shares to cover over allotments. Prior to the singular or plural as the context requires. Certain capitalized terms used herein purchase and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one public offering of the Company’s Class Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters, shall enter into a pricing agreement substantially in the form of Exhibit A ordinary shares hereto (the “Class A Ordinary Shares”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”"Pricing Agreement"). The Class Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A Ordinary hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and Warrants included in the Units will not trade separately until the 52nd day following after the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company execution and delivery of the proceeds of Pricing Agreement, this Agreement shall be deemed to incorporate the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesPricing Agreement. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), hereby confirms its agreements with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise purchase of the Warrants and Shares by the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except Underwriters as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.follows:

Appears in 1 contract

Samples: Underwriting Agreement (Surety Capital Corp /De/)

Introductory. Kismet Gateway Strategic Acquisition Two Corp.Co., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. 1 Plus an option to purchase from the Company up to 4,500,000 additional Units to cover over-allotments. The Company has entered into an Investment Management Trust Agreementinvestment management trust agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreementwarrant agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreementsecurities subscription agreement, dated September 21February 11, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedGxx Capital Acquisition Co., a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the Class B Ordinary Sponsor Founder Shares”), for a total subscription price up to 1,125,000 of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectusexercised for an aggregate purchase price of $25,000. The Company has entered into a Private Placement Warrants Purchase Agreementprivate placement warrants purchase agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 5,333,333 warrants (or up to 4,400,000 5,933,333 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in full), exercised) at a price of $1.50 per warrantPrivate Placement Warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”)) for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a forward purchase agreements (collectively, the “Forward Purchase AgreementAgreements”) with certain investors (the “Anchor Investors”) providing for the sale of 11,000,000 Class A ordinary shares (together, dated as of the date hereof “Forward Purchase Shares”), plus 2,750,000 redeemable warrants (the “Forward Purchase AgreementWarrants” and together with the Forward Purchase Shares, the “Forward Purchase Units”), with the Sponsorfor an aggregate purchase price of $110,000,000, or $10.00 per Forward Purchase Share, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis transaction to close concurrently with the closing of the initial Business Combination. The Company has also issued 2,750,000 additional Class B ordinary shares to the Sponsor, which represents the adjustment to the ratio applicable to the conversion of the Class B ordinary shares that the Sponsor would have been entitled to at the closing of the initial Business Combination as a result of the issuance of 2,750,000 additional Class A ordinary shares under the Forward Purchase Agreements. As an inducement to the Anchor Investors to enter into the Forward Purchase Agreements, the Sponsor transferred an aggregate of $20,000,000 of units (which, at the option 1,375,000 Class B ordinary shares of the Sponsor, can be increased Company to up the Anchor Investors for no consideration prior to $50,000,000 of units) the date hereof (the “Forward Purchase SecuritiesAnchor Shares” and collectively with the Sponsor Founder Shares, the “Founder Shares”). The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) Statutory Prospectus and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustmentProspectus. The Company has entered into a Registration Rights Agreementregistration and shareholder rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. Pursuant to the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company has entered will enter into an Administrative Services Agreementadministrative services agreement, to be dated as of the date hereof Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, utilities, secretarial and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Gateway Strategic Acquisition Co.)

Introductory. Kismet Acquisition Two Corp.Lead Edge Growth Opportunities, a blank check company incorporated as Ltd, a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 4,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; the Option Securities” and, together with the Firm Securities, being hereinafter called the “Offered Securities”)) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 21 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of December 16, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedLead Edge SPAC Management, LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding for an aggregate purchase price of 6,250,000 Class B Ordinary Shares$25,000. Up to 750,000 Class B Ordinary 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 5,666,667 Warrants (or up to 4,400,000 warrants 6,266,667 Warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)[●], with the Sponsor2021, in substantially the form filed as Exhibit 10.9 to the Registration StatementStatement (the “Forward Purchase Agreement”), with Lead Edge Capital V, LP (the “LEC V”), pursuant to which the Sponsor LEC V agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) units (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third fourth of one redeemable warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Forward Purchase Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Shareholder Rights Agreement, dated as of the date hereof hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreement, if anythe Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement” and, collectively with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Forward Purchase Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement and the Insider Letter, the “Transaction Documents”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will will, subject to the terms of the Administrative Services Agreement, pay to Kismet Capital Group LLC the Sponsor, an aggregate monthly fee of up to $10,000 for certain office space, secretarial utilities, administrative and administrative servicessupport services from the date that the Units are first listed on the Nasdaq Capital Market (“Nasdaq”) until the earlier of (x) the consummation of an initial Business Combination and (y) the Liquidation (as defined below).

Appears in 1 contract

Samples: Underwriting Agreement (Lead Edge Growth Opportunities, LTD)

Introductory. Kismet Virgin Group Acquisition Two Corp.Corp. III., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “RepresentativesRepresentative”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives Representative as used herein shall mean you, as UnderwritersUnderwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 22 of this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fifth of one redeemable warrant, where each whole warrant Warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform Representative informs the Company of their its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidationliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”)Company, as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants and the Private Placement Warrants with CSTContinental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21as of January 23, 2020 2021 (the “Founder’s 's Purchase Agreement”), with Kismet Virgin Group Acquisition Sponsor LimitedIII LLC, a business company with Cayman Islands limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 14,375,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)Company, for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share 25,000 (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 8,000,000 warrants (or up to 4,400,000 9,000,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”)hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, nominees in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration StatementStatement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (Virgin Group Acquisition Corp. III)

Introductory. Kismet Cascade Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company Delaware corporation (the “Company”), agrees with the several underwriters Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company such Units being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to aggregate of not more than 3,000,000 additional Units to cover over-allotments, if any allotments (the “Option Optional Securities”; the Option Securities” and, together with the Firm Securities, being hereinafter called the “Offered Securities”)) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A ordinary shares common stock, par value $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), and one-third half of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share share of Common Stock (the “Warrant(s)”). The Class A Ordinary Shares shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) 30 days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or LiquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, contractual control arrangement withstock purchase, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.1 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of August 24, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedCascade Acquisition Holdings LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 7,187,500 shares of Class B ordinary shares common stock, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”), for an aggregate purchase price of $25,000. On January 25October 6, 20212020, the Company effected a share dividend resulting in Sponsor submitted 1,437,500 Founder Shares for cancellation. Of the Sponsor holding an aggregate of 6,250,000 Class B Ordinary remaining 5,750,000 Founder Shares. Up , up to 750,000 Class B Ordinary Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants 6,000,000 Warrants (or up to 4,400,000 warrants 6,600,000 Warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment share of Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Registration and Stockholder Rights Agreement, dated as of the date hereof (the “Forward Purchase Agreement”)hereof, with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.9 10.2 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a certain letter agreementagreements, each dated as of the date hereof (the “Insider Letter”)hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 Exhibits 10.7 and Exhibit 10.3, respectively, 10.8 to the Registration Statement. The Company has entered into Statement (each an Administrative Services Agreement“Insider Letter”, dated as of the date hereof (and together, the “Administrative Services AgreementInsider Letters”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Cascade Acquisition Corp)

Introductory. Kismet Acquisition Two Corp.New Frontier Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I I-A and Schedule I-B hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 23,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant to the Underwriters an the option to purchase up to 3,000,000 3,450,000 additional Units units of the Company to cover over-allotments, if any (the “Option Optional Securities”; ), as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and or twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation (the “Liquidation”); provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of April 19, 2020 2018 (the “FounderSponsor’s Purchase Agreement”), with Kismet Sponsor LimitedNew Frontier Public Holding Ltd., a business Cayman Islands exempted company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 10,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Sponsor Founder Shares”), for an aggregate purchase price of $25,000. The Company has entered into forward purchase agreements (collectively, the “Forward Purchase Agreements”) with the Sponsor and certain investors (the “Anchor Investors”) providing for the sale of 18,100,000 Class A ordinary shares (together, the "Forward Purchase Shares”), plus 4,525,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $181,000,000, or $10.00 per Forward Purchase Share, in a private placement transaction to close concurrently with the closing of the initial Business Combination. As an inducement to the Anchor Investors to enter into the Forward Purchase Agreements, the Sponsor transferred an aggregate of 2,262,500 Class B ordinary shares of the Company to the Anchor Investors for no consideration prior to the date hereof (the “Class B Ordinary Forward Purchase Anchor Shares”)” and collectively with the Sponsor Founder Shares, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (private placement warrants purchase agreement ( the “Warrant Subscription Purchase Agreement”), dated the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, Sponsor pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 6,600,000 warrants (or up to 4,400,000 7,290,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”)) at $11.50 per share, at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof hereof, with the Sponsor, the Anchor Investors and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares and the warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans. Pursuant to the Forward Purchase Agreements, if anythe Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among agreements between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration StatementStatement (the “Insider Letters”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC such affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial administrative and administrative support services.

Appears in 1 contract

Samples: Underwriting Agreement (New Frontier Corp)

Introductory. Kismet Acquisition Two Xxxxxxx Opportunity II Corp., a blank check company incorporated as a Cayman Islands exempted company (formerly known as Wood Hill Opportunity Corp., the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representativesrepresentative, to issue and sell to the several Underwriters 20,000,000 50,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to 3,000,000 aggregate of not more than 7,500,000 additional Units units of the Company to cover over-allotments, if any allotments (the “Option Optional Securities”; ) as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 22 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third fourth of one redeemable warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a Business Day, the following Business Day) (unless the Representatives inform the Company of their its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised for a fractional shareexercised, so that only a whole Warrants Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21February 1, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedXxxxxxx Associates, L.P., a business company Delaware limited partnership, and Xxxxxxx International, L.P., a Cayman Islands limited partnership (collectively, the “Initial Shareholders”), pursuant to which the Initial Shareholders purchased an aggregate of 10,062,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000, and the Company subsequently issued to the Initial Shareholders an additional 4,312,500 Class B ordinary shares, par value $0.0001 per share (including the Ordinary Shares issuable upon conversion thereof, collectively, the “Founder Shares”). Subsequently, the Initial Shareholders entered into a Securities Assignment Agreement, dated as of March 2, 2021 (the “Founder’s Assignment Agreement”), with Xxxxxxx Opportunity Sponsor II L.P., a Delaware limited liability incorporated in the British Virgin Islands partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of Initial Shareholders sold, assigned and transferred the Company (Founder Shares to the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary SharesSponsor. Up to 750,000 Class B Ordinary 1,875,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Warrant Purchase Agreement, dated as of the date hereof hereof, (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 9,333,333 warrants (or up to 4,400,000 10,333,333 warrants if depending on the extent to which the Underwriters’ over-allotment option is exercised in fullexercised), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Shareholder Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the SponsorSponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of (i) the Private Placement Warrants, (ii) the Ordinary Shares underlying the Founder Shares, Shares and the Private Placement Warrants and (iii) the Class A Ordinary Shares underlying warrants (which will be substantially similar to the Private Placement Warrants and warrants Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreementLetter Agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively10.8, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Appears in 1 contract

Samples: Underwriting Agreement (Elliott Opportunity II Corp.)

Introductory. Kismet Acquisition Two Corp.One Madison Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 30,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company ) and also proposes to grant to the Underwriters an the option to purchase up to 3,000,000 4,500,000 additional Units units of the Company to cover over-allotments, if any (the “Option Optional Securities”; ), as set forth below. The Firm Securities and the Option Securities, together with the Firm Securities, being hereinafter Optional Securities are herein collectively called the “Offered Securities”). .” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”)20 hereof. Each Unit unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third half of one warrant, where each whole warrant entitles the holder, upon exercise, holder to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, share during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and or twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a Warrant may not be exercised for a fractional share, so that only whole Warrants warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated effective as of the date hereof (the “Trust Agreement”)hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”)trustee, in substantially the form filed as Exhibit 10.4 10.2 to the Registration StatementStatement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated effective as of the date hereof (the “Warrant Agreement”)hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration StatementStatement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Subscription Agreement, dated September 21as of July 18, 2020 2017, as amended on December 1, 2017 (the “FounderSponsor’s Purchase Agreement”), with Kismet Sponsor LimitedOne Madison Group LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 8,625,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Class B Ordinary Sponsor Founder Shares”), for a total subscription an aggregate purchase price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Strategic Partnership Agreement, dated as of the date hereof December 15, 2017, as amended on January 5, 2018 (the “Warrant Subscription Strategic Partnership Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration StatementBSOF Master Fund L.P., pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants a Cayman Islands exempted limited partnership (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase AgreementBSOF I”), BSOF Master Fund II L.P., a Cayman Island exempted limited partnership (together with the SponsorBSOF I, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services AgreementBlackstone Entities”), pursuant to which the Company will pay to Kismet Capital Group LLC Sponsor transferred an aggregate monthly fee of up 525,000 Sponsor Founder Shares to $10,000 for certain office space, secretarial and administrative servicesthe Blackstone Entities.

Appears in 1 contract

Samples: Underwriting Agreement (One Madison Corp)

Introductory. Kismet Acquisition Two Corp.Pontem Corporation, a blank check company incorporated as a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 60,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 9,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, where each whole warrant entitles entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a Business Day, the following Business Day) unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating expiring on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, contractual control arrangement with, purchasing all reorganization or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesinvolving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 10.2 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Second Amended and Restated Securities Purchase Subscription Agreement, dated September 21January 8, 2020 2021 (the “Founder’s Purchase Agreement”), with Kismet Sponsor LimitedPontem LLC, a business company with Delaware limited liability incorporated in the British Virgin Islands company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 14,375,000 Class B ordinary shares shares, par value $0.0001 per share, of the Company (including the “Class B Ordinary Shares”)Shares issuable upon conversion thereof, for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”)) for an aggregate purchase price of $25,000. On January 2511, 2021, the Company effected a share dividend recapitalization resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares17,250,000 Founder Shares outstanding as of the date hereof. On January 11, 2021, the Sponsor transferred 7,105,000 Founder Shares to HSM-Invest, a Switzerland simple or general non-commercial partnership to be established and controlled by Hubertus Muehlhaeuser (“HSM-Invest”), 30,000 Founder Shares to each of the independent director nominees and 15,000 Founder Shares to each member of the advisory board. Up to 750,000 Class B Ordinary 1,125,000 of the Founder Shares held by the Sponsor and 1,125,000 of the Founder Shares held by HSM-Invest are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Founder Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with HSM-Invest and the Sponsor, in substantially the form filed as Exhibit 10.6 10.4 to the Registration Statement, pursuant to which HSM-Invest and the Sponsor agreed to purchase an aggregate of 4,000,000 9,333,333 warrants (or up to 4,400,000 10,533,333 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holderholders, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Shareholder Rights Agreement, dated as of the date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor, HSM-Invest, and the other parties thereto, in substantially the form filed as Exhibit 10.5 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors directors, director nominees and director nominees, advisory board members in substantially the forms form filed as Exhibit 10.2 and Exhibit 10.3, respectively, 10.1 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to Kismet Capital Group LLC an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with QVIDTVM Management LLC (“QVIDTVM”), in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which QVIDTVM agreed to purchase up to an aggregate of 15,000,000 forward purchase units at a purchase price of $10.00 per unit. The number of forward purchase units to be purchased is subject to the sole discretion of QVIDTVM, but in no event will be less than 5,000,000 forward purchase units.

Appears in 1 contract

Samples: Underwriting Agreement (Pontem Corp)

Introductory. Kismet Acquisition Two Corp.National Research Corporation ("Company") a Nebraska corporation, a blank check company incorporated has an authorized capital stock consisting of ______ shares of Preferred Stock, $________ par value, of which ______ shares were outstanding as a Cayman Islands exempted company of ____________, 19___ and ________ shares, $____ par value, of Common Stock (the “Company”"Common Stock"), agrees with of which ________ shares were outstanding as of such date. The Company proposes to issue and sell _______ shares of its authorized but unissued Common Stock, and a shareholder of the Company (referred to as the "Selling Shareholder" and named in Schedule B) propose to sell ______ shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule I hereto A as it may be amended by the Pricing Agreement hereinafter defined (collectively, the “"Underwriters"), for whom you (the “Representatives”) who are acting as representativesseverally and not jointly. Collectively, to issue and sell to the several Underwriters 20,000,000 units (“Units”) such total of the Company (said units ________ shares of Common Stock proposed to be issued and sold by the Company being and the Selling Shareholder is hereinafter called referred to as the "Firm Securities”). The Company also Shares." In addition, the Selling Shareholder proposes to grant to the Underwriters an option to purchase up to 3,000,000 ______ additional Units shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to cover over-allotmentsthe extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Shareholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if any (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwritersit has not yet become effective, and the term Underwriter shall mean either Pricing Agreement hereinafter defined has been executed and delivered. _________________ 1 Plus an option to acquire up to ____ additional shares to cover allotments. Prior to the singular or plural as the context requires. Certain capitalized terms used herein purchase and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one public offering of the Shares by the several Underwriters, the Company’s Class , the Selling Shareholder and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A ordinary shares hereto (the “Class A Ordinary Shares”), and one-third of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Class A Ordinary Share (the “Warrant(s)”"Pricing Agreement"). The Class Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Shareholder and the Representatives and shall specify such applicable information as is indicated in Exhibit A Ordinary hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and Warrants included in the Units will not trade separately until the 52nd day following after the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company execution and delivery of the proceeds of Pricing Agreement, this Agreement shall be deemed to incorporate the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall mean a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with one or more businesses or entitiesPricing Agreement. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, Selling Shareholder hereby confirm their agreements with the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.follows:

Appears in 1 contract

Samples: National Research Corp

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