REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2021, is made and entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
WARRANT AGREEMENTWarrant Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 5, 2021, is by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
August 5, 2021 Riverview Acquisition Corp. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117Letter Agreement • August 11th, 2021 • Riverview 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 Riverview Acquisition Corp., a Delaware corporation (the “Company”), Cantor Fitzgerald & Co. (“Cantor”) and Stephens Inc. (“Stephens”, or collectively with Cantor, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 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 $0.001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “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 below). The Units will be sold in the Public Offer
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 5, 2021 by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between RIVERVIEW ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: August 5, 2021Underwriting Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
The undersigned, Riverview Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and Stephens Inc. (“Stephens”), herein collectively referred to as the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representative (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 5, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Purchaser”).
