FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 23rd, 2021 • Gateway Strategic Acquisition Co. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Gateway Strategic Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
GATEWAY STRATEGIC ACQUISITION CO. 30,000,0001 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2021 • Gateway Strategic Acquisition Co. • Blank checks • New York
Gateway Strategic Acquisition Co. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104Gateway Strategic Acquisition Co. • March 23rd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 11, 2021 by and between Gaw Capital Acquisition Co., an exempted company incorporated in the Cayman Islands (the “Subscriber” or “you”), and Gateway Strategic Acquisition Co., an exempted company incorporated in the Cayman Islands (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares of, US$0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 23rd, 2021 • Gateway Strategic Acquisition Co. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ________ , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gateway Strategic Acquisition Co., a Cayman Islands exempted company (the “Company”), and Gaw Capital Acquisition Co., a Cayman Islands limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 23rd, 2021 • Gateway Strategic Acquisition Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between GATEWAY STRATEGIC ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and ____________(“Indemnitee”).
Gateway Strategic Acquisition Co.Letter Agreement • March 23rd, 2021 • Gateway Strategic Acquisition Co. • 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 Gateway Strategic Acquisition Co., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) 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 up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospe
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTForm of Registration and Shareholder Rights Agreement • March 23rd, 2021 • Gateway Strategic Acquisition Co. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Gateway Strategic Acquisition Co., a Cayman Islands exempted company (the “Company”), Gaw Capital Acquisition Co., a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
FORM OF WARRANT AGREEMENT between GATEWAY STRATEGIC ACQUISITION CO. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 23rd, 2021 • Gateway Strategic Acquisition Co. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and between Gateway Strategic Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 23rd, 2021 • Gateway Strategic Acquisition Co. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 19, 2021, between Gateway Strategic Acquisition Co., a Cayman Islands exempted company (the “Company”), Gaw Capital Acquisition Co., a Cayman Islands exempted company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
GATEWAY STRATEGIC ACQUISITION CO. 18th Floor Causeway Bay, Hong KongLetter Agreement • March 23rd, 2021 • Gateway Strategic Acquisition Co. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Gateway Strategic Acquisition Co. (the “Company”) and Gaw Capital Acquisition Co. (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 New York 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”):
