REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 2021, is made and entered into by and among Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Blue Whale Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
BLUE WHALE ACQUISITION CORP I Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1 -1104, Cayman IslandsBlue Whale Acquisition Corp I • July 9th, 2021 • Blank checks • New York
Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Blue Whale Sponsor I LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise r
WARRANT AGREEMENT BLUE WHALE ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 3, 2021Warrant Agreement • August 6th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 3, 2021, is by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 6th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 3, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Blue Whale Sponsor I LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • August 6th, 2021 • Blue Whale Acquisition Corp I • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Blue Whale Acquisition Corp I Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman IslandsLetter Agreement • August 6th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and BofA Securities, Inc., as the representatives of the several underwriters named therein (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 Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 6th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 3, 2021, by and between Blue Whale Acquisition Corp. I, a Cayman Islands limited liability company (the “Company”), and MIC Capital Partners (Public) Parallel Cayman, LP, a Cayman Islands limited partnership (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • August 6th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 3 , 2021, by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Blue Whale Acquisition Corp I 20,000,000 Units Underwriting AgreementUnderwriting Agreement • August 6th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
Blue Whale Acquisition Corp I, a Cayman Islands exempted company (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 (collectively, the “Underwriters”) 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, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Blue Whale Acquisition Corp I(the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Blue Whale Acquisition Corp I Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman IslandsAdministrative Services Agreement • August 6th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Blue Whale Acquisition Corp I (the “Company”) and Blue Whale Sponsor I LLC (the “Provider”), 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 (“Nasdaq”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No . 333-257816) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at PO Box 309, Ugland House, Grand Cayman, KY1 -1104, Cayman Islands (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be re
Blue Whale Acquisition Corp I Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman IslandsAdministrative Services Agreement • July 9th, 2021 • Blue Whale Acquisition Corp I • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Blue Whale Acquisition Corp I (the “Company”) and Blue Whale Sponsor I LLC (the “Provider”), 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 (“Nasdaq”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at PO Box 309, Ugland House, Grand Cayman, KY1 -1104, Cayman Islands (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reason
