REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
KINGSWOOD ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
Kingswood Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Kingswood 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
Kingswood Acquisition Corp.Letter Agreement • October 23rd, 2020 • Kingswood 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 Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Oppenheimer & Co., Inc., 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 up to 14,375,000 of the Company’s units (including up to 1,875,000 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 three-fourths 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, subject to adjustment as described in the Prospectus (as defined
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Purchasers” (each a “Purchaser”, and collectively with the Sponsor, the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement, dated as of August 17, 2020 (this “Agreement”), is being made and entered into by and between KINGSWOOD GLOBAL HOLDINGS INC., a Delaware corporation (the “Corporation”), and KINGSWOOD GLOBAL SPONSOR LLC (the “Subscriber”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Amended and Restated Certificate of Incorporation, dated August 17, 2020, as amended from time to time.
KINGSWOOD ACQUISITION CORP. New York, NY 10004Letter Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Kingswood Acquisition Corp. (the “Company”) and Kingswood Global 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 New York Stock Exchange (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”):
