WARRANT AGREEMENTWarrant Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 10, 2020, is by and between Delwinds Insurance Acquisition Corp., 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 • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 10, 2020, by and between Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
December 10, 2020Letter Agreement • December 16th, 2020 • Delwinds Insurance 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 Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), RBC Capital Markets, LLC and Cantor Fitzgerald & 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 20,125,000 of the Company’s units (including up to 2,625,000 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-half of one redeemable 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 will be sold in the Pu
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2020, is made and entered into by and among Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), and DIAC Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holders”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 10th day of December 2020, by and between Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at One City Centre 1021 Main Street, Suite 1960 Houston, TX 77002, and DIAC Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at One City Centre 1021 Main Street, Suite 1960 Houston, TX 77002.
DELWINDS INSURANCE ACQUISITION CORP. 17,500,000 Units Underwriting AgreementUnderwriting Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
Delwinds Insurance Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 17,500,000 units of the Company (the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,625,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
Delwinds Insurance Acquisition Corp. One City Centre 1021 Main Street, Suite 1960 Houston, TX 77002Delwinds Insurance Acquisition Corp. • December 16th, 2020 • Blank checks • New York
This letter agreement by and between Delwinds Insurance Acquisition Corp. (the “Company”) and DIAC Sponsor LLC (“DIAC 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”):
