20,000,000 Units Cascade Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2020 • Cascade Acquisition Corp • Blank checks • New York
Cascade Acquisition Corp. Miami Beach, FL 33139Cascade Acquisition Corp • October 7th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 24, 2020 by and between Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Cascade Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • October 20th, 2020 • Cascade Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement") is made as of ___________, 2020, by and between Cascade Acquisition Corp., a Delaware corporation (the "Company"), and ("Indemnitee").
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 25th, 2020 • Cascade Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of November 19, 2020, is entered into by and between Cascade Acquisition Corp., a Delaware corporation (the “Company”), and Cascade Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2020 • Cascade Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020, by and between Cascade Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • November 25th, 2020 • Cascade Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 19, 2020, is by and between Cascade Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2020 • Cascade Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 19, 2020, by and between Cascade Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 25th, 2020 • Cascade Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2020, is made and entered into by and among Cascade Acquisition Corp., a Delaware corporation (the “Company”), Cascade Acquisition Holdings 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, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Cascade Acquisition Corp. Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 25th, 2020 • Cascade Acquisition Corp • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cascade Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 redeemable warrant, each whole warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
Cascade Acquisition Corp. 1900 Sunset Harbour Dr., Suite 2102 Miami Beach, Florida 33139 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Morgan Stanley & Co. LLC New York, New York 10036 Re: Initial Public Offering Ladies...Letter Agreement • November 16th, 2020 • Cascade Acquisition Corp • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cascade Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 redeemable warrant, each whole warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
Cascade Acquisition Corp. 1900 Sunset Harbour Dr., Suite 2102 Miami Beach, Florida 33139 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Morgan Stanley & Co. LLC New York, New York 10036 Re: Initial Public Offering Ladies...Letter Agreement • October 20th, 2020 • Cascade Acquisition Corp • Blank checks
This letter (the "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between Cascade Acquisition Corp., a Delaware corporation (the "Company") and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives (the "Representatives") of the several underwriters named in Schedule A thereto (the "Underwriters"), relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each unit 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 redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a "Warrant"). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Cascade Acquisition Corp. 1900 Sunset Harbour Dr., Suite 2102 Miami Beach, Florida 33139 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Re: Initial Public...Letter Agreement • November 25th, 2020 • Cascade Acquisition Corp • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cascade Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 redeemable warrant, each whole warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
Cascade Acquisition Corp. Miami Beach, Florida 33139 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036Letter Agreement • October 20th, 2020 • Cascade Acquisition Corp • Blank checks • New York
This letter (the "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between Cascade Acquisition Corp., a Delaware corporation (the "Company") and Credit Suisse Securities (USA) and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the "Underwriters"), relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each unit 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 redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a "Warrant"). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Cascade Acquisition Corp. Suite 2102 Miami Beach, Florida 33139Letter Agreement • March 30th, 2021 • Cascade Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you (“you” or “Consultant”) agree to provide certain services (as described below) to Cascade Acquisition Corp. (the “Company”).
