Underwriting AgreementUnderwriting Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___, 2021, by and between PROSPECTOR CAPITAL CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Prospector Capital Corp. Suite 200 La Jolla, CA 92037Letter Agreement • December 18th, 2020 • Prospector Capital 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 Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. 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 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover sales by the Underwriters of more than 25,000,000 units, 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-third 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 de
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), Prospector Sponsor LLC, 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 INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Prospector Capital Corp., a Cayman Islands exempted company (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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of September 28, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
PROSPECTOR CAPITAL CORP. La Jolla, CA 92037Letter Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Prospector Capital Corp. (the “Company”) and Prospector Sponsor LLC (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 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”):
amendment to the Securities Purchase Agreement AND Return AGREEMENTSecurities Purchase Agreement and Return Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
This Amendment to the Securities Purchase Agreement and Return Agreement (this “Agreement”), dated as of December 16, 2020, among other things, amends that certain Securities Purchase Agreement, dated as of September 28, 2020, by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Transferor”) (as the same may be further amended, modified, supplemented or waived from time to time, the “Securities Purchase Agreement”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Securities Purchase Agreement.
