5,000,000 Units UTXO Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2021 • UTXO Acquisition Inc. • Blank checks • New York
The undersigned, UTXO Acquisition Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Univest Securities, LLC (hereinafter referred to as “you”, “Univest”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • June 25th, 2021 • UTXO Acquisition Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between UTXO Acquisition, 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 • June 25th, 2021 • UTXO Acquisition Inc. • Blank checks • New York
This Agreement is made as of [●], 2021 by and between UTXO Acquisition Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND UTXO ACQUISITION INC. RIGHTS AGREEMENTRights Agreement • June 25th, 2021 • UTXO Acquisition Inc. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2021 between UTXO Acquisition Inc., a Delaware corporation, with offices at 203 N LaSalle ST, #2100, Chicago, IL 60601 (the “Company”), and Continental Stock Transfer& Trust Company, a New York limited liability trust company, with offices at 1 State Street Plaza, New York, New York 10004 (the “Right Agent”).
UTXO Acquisition Inc. Chicago, IL 60601 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 25th, 2021 • UTXO Acquisition Inc. • 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 UTXO Acquisition Inc., a Delaware corporation (the “Company”), and Univest Securities, LLC, as representative (the “Representative” or “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 5,000,000 of the Company’s units (including up to 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”), one right with each right entitling the holder to receive one-tenth (1/10) of one share of Class A common stock (“Right”), and one warrant with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2021 • UTXO Acquisition Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] 2021, is made and entered into by and among UTXO Acquisition Inc., a Delaware corporation (the “Company”), UTXO Vector 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 25th, 2021 • UTXO Acquisition Inc. • Blank checks • Delaware
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ] day of _______ 2021, by and between UTXO Acquisition Inc., a Delaware corporation (the “Company”), having its principal place of business at 203 N LaSalle ST, #2100, Chicago, IL 60601, and UTXO Vector LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 203 N LaSalle ST, #2100, Chicago, IL 60601.
