INDEMNITY AGREEMENTIndemnity Agreement • June 24th, 2022 • Noble Education Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between Noble Education Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
NOBLE EDUCATION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2022 • Noble Education Acquisition Corp. • Blank checks • New York
Noble Education Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENT by and between NOBLE EDUCATION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 23rd, 2022 • Noble Education Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is entered into by and between Noble Education 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 7th, 2022 • Noble Education Acquisition Corp. • Blank checks • New York
This INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made and entered into effective as of [●], 2022, by and between Noble Education Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2022 • Noble Education Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among Noble Education Acquisition Corp., a Delaware corporation (the “Company”) and Noble Education 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”).
Noble Education Acquisition Corp.Noble Education Acquisition Corp. • May 23rd, 2022 • Blank checks • Delaware
We are pleased to accept the offer Noble Education Sponsor LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Noble Education Acquisition Corp., a Delaware corporation (the “Company”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
Noble Education Acquisition Corp. Miami, Florida 33131 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 7th, 2022 • Noble Education Acquisition Corp. • 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 among Noble Education Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, a division of Benchmark Investments, Inc., as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 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”), one right (the “Right”) and one redeemable warrant (the “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of the Company’s initial business combination, subject to adjustment. Each Warrant entitles the
RIGHTS AGREEMENTRights Agreement • September 23rd, 2022 • Noble Education Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [____], 2022, by and between Noble Education Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
RIGHTS AGREEMENTRights Agreement • June 24th, 2022 • Noble Education Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [____], 2022, by and between Noble Education Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • September 7th, 2022 • Noble Education Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of [•], 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Noble Education Acquisition Corp., a Delaware corporation (the “Company”), and Noble Education Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Noble Education Acquisition Corp.Letter Agreement • June 24th, 2022 • Noble Education Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Noble Education Acquisition Corp. (the “Company”) and Noble Education 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 and the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
