22,500,000 Units GOAL ACQUISITIONS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
Goal Acquisitions Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
This agreement is made as of _____, 2021 between Goal Acquisitions Corp., a Delaware corporation, with offices at 13001 W. Hwy 71, Suite 201, Austin Texas 78738 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _________, 2021, by and among Goal Acquisitions Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2021 (“Agreement”), by and between Goal Acquisitions Corp., a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
This Agreement is made as of _________, 2021 by and between Goal Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Goal Acquisitions Corp. • January 21st, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Goal Acquisitions Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-______) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _________, 2021 (“Agreement”), by and among GOAL ACQUISITIONS CORP., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Goal Acquisitions Corp. 13001 W. Hwy 71, Suite 201 Austin, Texas 78738 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Goal Acquisitions Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
