WARRANT AGREEMENT between NEBULA ACQUISITION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 9, 2018, is by and between Nebula Acquisition Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
25,000,000 Units Nebula Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks • New York
Nebula Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 25,000,000 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 3,750,000 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 Representatives as used herein shall mean you, as Underwriters. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
Nebula Acquisition Corporation 480 Pacific Avenue, Suite 200 San Francisco, CA 94133 Re: Initial Public Offering Gentlemen:Letter Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Nebula Acquisition Corporation, a Delaware corporation (the “Company”), Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 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 $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, 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 shall be sold in the Public Of
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 9, 2018, is made and entered into by and among Nebula Acquisition Corporation, a Delaware corporation (the “Company”), Nebula Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 16th, 2018 • Nebula Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 9, 2018 by and between Nebula Acquisition Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
