Bilander Acquisition Corp. Sample Contracts

Four Embarcadero Center Suite 2100 San Francisco, CA 94111
Bilander Acquisition Corp. • February 23rd, 2021 • New York

This agreement (the “Agreement”) is entered into on February 11, 2021 by and between Bilander Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Bilander 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, of the Company (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:

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Bilander Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • July 20th, 2021 • Bilander 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 among Bilander Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 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-fourth 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 registration statement on Form S-1 and

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 26th, 2021 • Bilander Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2021, is made and entered into by and among Bilander Acquisition Corp., a Delaware corporation (the “Company”), Bilander 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 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”).

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INDEMNITY AGREEMENT
Indemnity Agreement • March 26th, 2021 • Bilander Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021 by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).

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REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
Registration and Stockholder Rights Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York

THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among Bilander Acquisition Corp., a Delaware corporation (together with any successor thereof, the “Company”), Bilander 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 and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2 of this Agreement, a “Holder” and collectively the “Holders”).

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FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • July 7th, 2021 • Bilander Acquisition Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of __________, 2021, by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and the purchaser named on the signature page hereto (the “Purchaser”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (this “Agreement”), is entered into by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and Bilander Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

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BILANDER ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of July 15, 2021
Warrant Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2021 is by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 15, 2021 by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

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Contract
Bilander Acquisition Corp. • July 20th, 2021 • Blank checks • New York

15,000,000 Units BILANDER Acquisition Corp. Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one warrant UNDERWRITING AGREEMENT

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Bilander Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • March 26th, 2021 • Bilander 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 among Bilander Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 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-sixth 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 registration statement on Form S-1 and

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CONSULTING AGREEMENT
Consulting Agreement • August 31st, 2021 • Bilander Acquisition Corp. • Blank checks • Delaware

This Consulting Agreement (this “Agreement”), dated as of August 28, 2021, is entered into by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and Shipyard Advisors, L.P. (“Consultant”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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Bilander Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111
Letter Agreement • July 7th, 2021 • Bilander 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 among Bilander Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 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-fourth 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 registration statement on Form S-1 and

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