FORM OF WARRANT AGREEMENT NB CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of November , 2015Warrant Agreement • November 12th, 2015 • Nb Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November , 2015, is by and between NB Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2015 • Nb Capital Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November , 2015, is made and entered into by and among NB Capital Acquisition Corp., a Delaware corporation (the “Company”), NB Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2015 • Nb Capital Acquisition Corp. • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of September 3, 2015, is made and entered into by and between NB Capital Acquisition Corp., a Delaware corporation (the “Company”), and NB Capital Sponsor LLC, a Delaware limited liability company (the “Buyer”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 4th, 2015 • Nb Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2015, by and between NB CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 12th, 2015 • Nb Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November [__], 2015 by and between NB Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 1st, 2015 • Nb Capital Acquisition Corp. • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of September 29, 2015 (as it may from time to time be amended, this “Agreement”), by and between NB Capital Acquisition Corp., a Delaware corporation (the “Company”), and NB Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
NB Capital Acquisition Corp. 25,000,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTAgreement • November 12th, 2015 • Nb Capital Acquisition Corp. • Blank checks • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
FORM OF AMENDED AND RESTATED WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • November 4th, 2015 • Nb Capital Acquisition Corp. • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of November 2, 2015 (as it may from time to time be amended, this “Agreement”), by and between NB Capital Acquisition Corp., a Delaware corporation (the “Company”), and (the “Purchaser”), amends and restates in its entirety, the Sponsor Warrants Purchase Agreement made as of September 29, 2015, by and between the Company and the Purchaser.
November , 2015Letter Agreement • November 12th, 2015 • Nb Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NB Capital Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 No. 333-207221 and the prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (th
NB CAPITAL ACQUISITION CORP.Nb Capital Acquisition Corp. • November 4th, 2015 • Blank checks • New York
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 12th, 2015 • Nb Capital Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of November , 2015 (the “Agreement”) by and among NB Capital Acquisition Corp., a Delaware corporation (the “Company”), NB Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Gregory M. Mazur, Richard W. Thaler, Jr. and C. Steven Duncker (together with the Sponsor, the “Initial Holders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
SERVICES AGREEMENTServices Agreement • November 12th, 2015 • Nb Capital Acquisition Corp. • Blank checks • New York
This SERVICES AGREEMENT (this “Agreement”), effective as of November __, 2015, is entered into by and between NB Capital Acquisition Corp., a Delaware corporation (the “Company”), and Neuberger Berman Group LLC, either directly or through one or more of its subsidiaries (“NB”).
FORM OF SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • October 1st, 2015 • Nb Capital Acquisition Corp.
This Securities Assignment Agreement is dated as of September 29, 2015 (this “Assignment”), by and between NB Capital Sponsor, LLC, a Delaware limited liability company (the “Seller”), and (the “Buyer”).
November , 2015Letter Agreement • November 12th, 2015 • Nb Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NB Capital Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 No. 333-207221 and the prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “C
