REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among UNSDG Acquisition Corp., a Delaware corporation (the “Company”), UNSDG Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (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”).
UNSDG ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks • New York
UNSDG Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between UNSDG Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between UNSDG Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between UNSDG Acquisition Corp., a Delaware corporation, with offices at 1980 Festival Plaza Drive, Summerlin South #300, Las Vegas, Nevada 89135 (the “Company”), and Vstock Transfer, LLC, a New York limited purpose trust company, with offices at 18 Lafayette Place, Woodmere, New York 11598, as warrant agent (“Warrant Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between UNSDG Acquisition Corp., a Delaware corporation (the “Company”), and UNSDG Acquisition LLC, a Delaware limited liability company (the “Subscriber”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among UNSDG Acquisition Corp., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and ____________, a _________ company (“Escrow Agent”).
UNSDG Acquisition Corp. Summerlin South #300 Las Vegas, Nevada 89135 EF Hutton, division of Benchmark Investments LLC [address]Underwriting Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between UNSDG Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, a division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”), of up to 10,000,000 of the Company’s units (including up to 1,500,000 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 Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will b
UNSDG ACQUISITION CORP. Summerlin South #300 Las Vegas, Nevada 89135Letter Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among UNSDG Acquisition Corp. (the “Company”) and UNSDG Acquisition 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”):
SUBSCRIPTION AGREEMENTSubscription Agreement • August 13th, 2021 • UNSDG Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 2,875,000 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.a
