WARRANT AGREEMENTWarrant Agreement • September 28th, 2020 • FG New America Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between FG New America Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2020 • FG New America Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2020, is made and entered into by and among FG New America Acquisition Corp., a Delaware corporation (the “Company”), FG New America Investors LLC, a Delaware limited liability company (the “Sponsor”), Piper Sandler & Co. and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives of the underwriters (the “Underwriters”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Underwriters 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 28th, 2020 • FG New America Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between FG New America Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between FG NEW AMERICA ACQUISITION CORP. and THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.Underwriting Agreement • September 28th, 2020 • FG New America Acquisition Corp. • Blank checks • New York
The undersigned, FG New America Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) and Piper Sandler & Co. (“Piper” and together with ThinkEquity, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 28th, 2020 • FG New America Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of September, 2020, by and between FG New America Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 105. S. Maple Street, Itasca, Illinois 60143, and FG New America Investors LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 105. S. Maple Street, Itasca, Illinois 60143.
FG New America Acquisition Corp.Letter Agreement • September 28th, 2020 • FG New America 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 between FG New America Acquisition Corp., a Delaware corporation (the “Company”), and Piper Sandler & Co. and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 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 “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share
