UNDERWRITING AGREEMENT between Quinzel Acquisition Company and CANTOR FITZGERALD & CO. Dated: ____________, 2021Underwriting Agreement • April 1st, 2021 • Quinzel Acquisition Co • Blank checks • New York
The undersigned, Quinzel Acquisition Company, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 11th, 2021 • Quinzel Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_____], 2021, is by and between Quinzel Acquisition Company, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2021 • Quinzel Acquisition Co • Blank checks • New York
Quinzel Acquisition CompanyQuinzel Acquisition Co • March 11th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 17, 2021 by and between Quinzel Holdings Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Quinzel Acquisition Company, 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 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 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:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2021 • Quinzel Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and between Quinzel Acquisition Company, a Delaware corporation (the “Company”) and Quinzel Holdings Sponsor LLC, a Delaware limited liability company (the “Sponsor”; together with 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 11th, 2021 • Quinzel Acquisition Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [___], 2021, by and between Quinzel Acquisition Company (the “Company”), and the undersigned individual (“Indemnitee”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 11th, 2021 • Quinzel Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [____], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Quinzel Acquisition Company, a Delaware corporation (the “Company”), and Quinzel Holdings Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Quinzel Acquisition Company New York, NY 10022Letter Agreement • April 1st, 2021 • Quinzel Acquisition Co • 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 Quinzel Acquisition Company, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 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 whole warrant (each, a “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 will be sold in the Public Offering pursuant to a regist
QUINZEL ACQUISITION COMPANYQuinzel Acquisition Co • March 11th, 2021 • Blank checks • New York
This letter agreement by and between Quinzel Acquisition Company (the “Company”) and Quinzel Holdings Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
