INDEMNITY AGREEMENTIndemnity Agreement • January 13th, 2021 • Oyster Enterprises Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 22nd, 2021 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2021, by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • January 22nd, 2021 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 19, 2021, is by and between Oyster Enterprises 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 • January 22nd, 2021 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2021, is made and entered into by and among Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), Oyster Enterprises LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders 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”).
Oyster Enterprises Acquisition Corp. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • January 22nd, 2021 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Imperial Capital, LLC is acting as representative (the “Representative”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters may purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
WARRANT AGREEMENTWarrant Agreement • January 11th, 2021 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Oyster Enterprises 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”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • January 22nd, 2021 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of January 19, 2021 (as it may be amended from time to time, this “Agreement”), is entered into by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Oyster Enterprises LLC, a Delaware limited liability company (the “Purchaser”).
Oyster Enterprises Acquisition Corp. Stamford, Connecticut 06901Letter Agreement • December 30th, 2020 • Oyster Enterprises Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (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 redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 an
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • January 22nd, 2021 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of January 19, 2021 (as it may be amended from time to time, this “Agreement”), is entered into by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc. (the “Purchaser”).
Oyster Enterprises Acquisition Corp. c/o Alden Global Capital LLC New York, New York 10022Oyster Enterprises Acquisition Corp. • December 30th, 2020 • Blank checks • New York
We are pleased to accept the offer Oyster Enterprises LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), do not exercise their over-allotment option (the “Over-allotment Option”) in the IPO in full. The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding the Shares, are as follows:
January 19, 2021 Oyster Enterprises Acquisition Corp. Stamford, Connecticut 06901Letter Agreement • January 22nd, 2021 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC (“Imperial Capital”), as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (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 redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in th
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • December 30th, 2020 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of [●], 2021 (as it may be amended from time to time, this “Agreement”), is entered into by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 19th, 2022 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 19, 2022, is made by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
