15,000,000 Units Growth Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
The undersigned, Growth Capital Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 21, 2021, by and between Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 29, 2021, is made and entered into by and among Growth Capital Acquisition Corp., a Delaware corporation (the “Company”) and Growth Capital 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”).
MAXIM GROUP LLC The Chrysler Building 405 Lexington Avenue New York, New York 10174 February 2, 2021Growth Capital Acquisition Corp. • February 4th, 2021 • Blank checks • New York
This is to confirm our agreement whereby Growth Capital Acquisition Corp., a Delaware corporation (“Company”), has requested Maxim Group LLC (the “Advisor”) to assist it in connection with the Company entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statements on Form S-1 (File No. 333-248087 and 333-252537) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 29, 2021, is made and entered into by and among Growth Capital Acquisition Corp., a Delaware corporation (the “Company”) and each of the undersigned individuals (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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Growth Capital Acquisition Corp., a Delaware corporation (the “Company”) and Growth Capital Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Growth Capital Acquisition Corp., a Delaware corporation (the “Company”) and Nautilus Carriers LLC, a Delaware limited liability company (the “Purchaser”).
Growth Capital Acquisition Corp. The Chrysler Building New York, NY 10174Letter Agreement • February 4th, 2021 • Growth Capital 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 Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC 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 17,250,000 of the Company’s units (including up to 2,250,000 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 whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
Growth Capital Acquisition Corp. The Chrysler Building New York, NY 10174Letter Agreement • February 4th, 2021 • Growth Capital 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 Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC 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 17,250,000 of the Company’s units (including up to 2,250,000 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 whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
Growth Capital Acquisition Corp. The Chrysler Building New York, NY 10174Letter Agreement • February 4th, 2021 • Growth Capital 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 Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC 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 17,250,000 of the Company’s units (including up to 2,250,000 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 whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
Growth Capital Acquisition Corp. The Chrysler Building New York, NY 10174Letter Agreement • February 4th, 2021 • Growth Capital 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 Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC 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 17,250,000 of the Company’s units (including up to 2,250,000 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 whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
Growth Capital Acquisition Corp. The Chrysler BuildingGrowth Capital Acquisition Corp. • February 4th, 2021 • Blank checks • New York
This letter agreement by and between Growth Capital Acquisition Corp. (the “Company”) and Growth Capital 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 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”):
