INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made and entered into by and among Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), SPG Sponsor, LLC, a Delaware Limited Liability Company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and Eli Simon (“Indemnitee”).
Simon Property Group Acquisition Holdings, Inc. 30,000,000 Units Underwriting AgreementUnderwriting Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York
Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Goldman Sachs & Co. LLC (the “Underwriter” or “you”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 18, 2021 (this “Agreement”), is entered into by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and SPG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 18, 2021 is by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. Indianapolis, IN 46204Simon Property Group Acquisition Holdings, Inc. • February 23rd, 2021 • Blank checks • New York
This letter agreement by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Simon Property Group Administrative Services Partnership, L.P., a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No. 333-252586) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
Simon Property Group Acquisition Holdings, Inc. Indianapolis, IN 46204 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • 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 Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC as the underwriter named therein (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover the Underwriter’s 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 at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined
