INDEMNITY AGREEMENTIndemnity Agreement • February 22nd, 2021 • PWP Forward Acquisition Corp. I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between PWP FORWARD ACQUISITION CORP. I, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
20,000,000 Units PWP Forward Acquisition Corp. I UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • PWP Forward Acquisition Corp. I • Blank checks • New York
PWP Forward Acquisition Corp. I., a Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capita
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • PWP Forward Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among PWP Forward Acquisition Corp. I, a Delaware corporation (the “Company”), PWP Forward Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
PWP FORWARD ACQUISITION CORP. I New York, NY 10153PWP Forward Acquisition Corp. I • February 22nd, 2021 • Blank checks • New York
PWP Forward Acquisition Corp. I, a Delaware corporation (the “Company”), is pleased to accept the offer PWP Forward Sponsor I LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as us
WARRANT AGREEMENT PWP FORWARD ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • February 22nd, 2021 • PWP Forward Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between PWP Forward Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PWP Forward Acquisition Corp. I New York, New York 10153 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 22nd, 2021 • PWP Forward Acquisition Corp. I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between PWP Forward Acquisition Corp. I, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as the representative (“Representative”) 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 23,000,000 of the Company’s units (including up to 3,000,000 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-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock a
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • February 22nd, 2021 • PWP Forward Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between PWP Forward Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PWP Forward Acquisition Corp. I 767 Fifth Avenue New York, NY 10153Administrative Services Agreement • February 22nd, 2021 • PWP Forward Acquisition Corp. I • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 22nd, 2021 • PWP Forward Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between PWP Forward Acquisition Corp. I, a Delaware corporation (the “Company”), and PWP Forward Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
