REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”), PA 2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments”), and Craig-Hallum Capital Group LLC (“Craig-Hallum” and together with the Sponsor and Cowen Investments, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (including the persons nominated as director of the Company, the “Director Nominees”; each such party, together with the Founders, members of the Founders 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 • January 6th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between 890 5th Avenue Partners, Inc. (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 Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • January 6th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • January 6th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between 890 5TH AVENUE PARTNERS, INC., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
25,000,000 Units Underwriting AgreementUnderwriting Agreement • January 6th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York
Cowen and Company, LLC Craig-Hallum Capital Group LLC As Representatives of the several Underwriters listed in Schedule 1 hereto
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • January 6th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware
This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2021, by and between 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and Craig-Hallum Capital Group LLC, a Minnesota limited liability company (the “Subscriber”).
COWEN AND COMPANY, LLC Craig-Hallum Capital Group LLC890 5th Avenue Partners, Inc. • January 6th, 2021 • Blank checks • New York
In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not an Advisor is an Indemnified Person) the Company and the applicable Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and such Advisor, on the other, in connection with such Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of any such Advisor’s contribution to such Claim exceed the amount of Fee actually received by such Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relativ
Re: Initial Public OfferingLetter Agreement • January 6th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and among 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), Cowen and Company, LLC and Craig-Hallum Capital Group LLC, as the representatives (the “Representatives”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50
Rye, New York 10580Letter Agreement • January 6th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware
This letter agreement (this “Agreement”) by and between 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and 200 Park Avenue Partners, LLC, a Delaware limited liability company (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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
