INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2020 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2020 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), Oyster Enterprises LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders 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”).
WARRANT AGREEMENTWarrant Agreement • December 30th, 2020 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Oyster Enterprises 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”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • December 30th, 2020 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of [●], 2021 (as it may be amended from time to time, this “Agreement”), is entered into by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Oyster Enterprises LLC, a Delaware limited liability company (the “Purchaser”).
Oyster Enterprises Acquisition Corp. Stamford, Connecticut 06901Letter Agreement • December 30th, 2020 • Oyster Enterprises 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 between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC (the “Underwriter”), 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 an
Oyster Enterprises Acquisition Corp. c/o Alden Global Capital LLC New York, New York 10022Oyster Enterprises Acquisition Corp. • December 30th, 2020 • Blank checks • New York
We are pleased to accept the offer Oyster Enterprises LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), do not exercise their over-allotment option (the “Over-allotment Option”) in the IPO in full. The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding the Shares, are as follows:
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • December 30th, 2020 • Oyster Enterprises Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of [●], 2021 (as it may be amended from time to time, this “Agreement”), is entered into by and between Oyster Enterprises Acquisition Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC, a Delaware limited liability company (the “Purchaser”).
