UNDERWRITING AGREEMENT between Tribe Capital Growth Corp I and CANTOR FITZGERALD & CO. Dated: March 4, 2021Underwriting Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
The undersigned, Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 4, 2021 is by and between Tribe Capital Growth Corp I, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021, by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
March 4, 2021Letter Agreement • March 10th, 2021 • Tribe Capital Growth 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 by and among Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co, 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 27,600,000 of the Company’s units (including up to 3,600,000 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-fourth of one redeemable warrant. Each whole warrant (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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), Tribe Arrow Holdings I LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor” and 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co., a New York general partnership and representative of the underwriters in the Public Offering (as described below) (the “Purchaser”).
Re: PIPE Commitment AgreementTribe Capital Growth Corp I • March 10th, 2021 • Blank checks • New York
We are writing to record the principal terms and conditions on which Arrow Capital, or one or more of its affiliated or group companies (collectively, “Arrow”), is willing, in principle, to assist Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), in raising capital (the “Services”) in connection with the Company’s initial business combination (the “Business Combination”). The Company is seeking to consummate an initial public offering (the “IPO”) pursuant to a registration statement on Form S-1 (File No. 333-252413), filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 25, 2021, as amended from time to time (the “Registration Statement”). The terms on which Arrow is willing to provide such Services are set forth in this agreement (this “Agreement”) and are as follows:
Tribe Capital Growth Corp ITribe Capital Growth Corp I • March 10th, 2021 • Blank checks • New York
This letter agreement by and between Tribe Capital Growth Corp I (the “Company”) and Tribe Capital Management LLC (“TCM”), 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”):
