Warrant Agreement Sample Contracts

Ross Acquisition Corp IIWARRANT AGREEMENT ROSS ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Ross Acquisition Corp II, 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”).

Fusion Acquisition Corp. IIWARRANT AGREEMENT (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between Fusion Acquisition Corp. II, a Delaware corporation (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”).

Gores Holdings VIII Inc.WARRANT AGREEMENT between GORES HOLDINGS VIII, INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2021, is by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Isleworth Healthcare Acquisition Corp.WARRANT AGREEMENT between ISLEWORTH HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 24, 2021, is by and between Isleworth Healthcare 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”).

Ocelot Acquisition Corp IFORM OF WARRANT AGREEMENT Between OCELOT ACQUISITION CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2021, is by and between Ocelot Acquisition Corporation I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

Atlantic Coastal Acquisition Corp.WARRANT AGREEMENT (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Atlantic Coastal 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”).

Kensington Capital Acquisition Corp. IIWARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between Kensington Capital Acquisition Corp. II, 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”).

Jetblue Airways CorpWARRANT AGREEMENT (March 2nd, 2021)

Term Location of Definition Affiliate Annex B Agreement Recitals Appraisal Procedure Annex B Board of Directors 2.1(i) Business Combination Annex B Business Day Annex B Capitalization Date 2.1(b) Closing 1.2(a) Common Stock Annex B Company Recitals Company Reports 2.1(j)(i) Exchange Act Annex B Governmental Authority 5.6(a) Holder 4.5(k)(i) Indemnitee 4.5(g)(i) Initial Closing 1.2(a) Lien 5.6(c) Material Adverse Effect 5.6(d) Organizational Documents 5.6(e) Pending Underwritten Offering 4.5(l) Piggyback Registration 4.5(a)(iv) Promissory Note Recitals register; registered; registration 4.5(k)(ii) Registrable Securities 4.5(k)(iii) Registration Commencement Date 4.5(a)(i) Registration Expenses 4.5(k)(iv) Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 4.5(k)(v) SEC 2.1(c) Securities Act Annex B Selling Expenses 4.5(k)(vi) Shelf Registration Statement 4.5(a)(ii) Special Registration 4.5(i) Stockholder Proposals 3.1(b) Subsidiary 5.6(f) Transfer 4.4 Treasury Recitals Warrant Closing Da

Freedom Acquisition I Corp.WARRANT AGREEMENT (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between Freedom Acquisition I 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”).

Gores Technology Partners, Inc.WARRANT AGREEMENT between GORES TECHNOLOGY PARTNERS, INC. and Computershare Inc. Computershare Trust Company, N.A. (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 1, 2021, is by and between Gores Technology Partners, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., federally chartered trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Flame Acquisition Corp.WARRANT AGREEMENT (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 24, 2021, is by and between Flame Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Acamar Partners Acquisition Corp. IIWARRANT AGREEMENT between acamar partners acquisition corp. II and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2021, is by and between Acamar Partners Acquisition Corp. II, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

McAp Acquisition CorpWARRANT AGREEMENT (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).

Longview Acquisition Corp. IIWARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).

Leo Holdings III Corp.WARRANT AGREEMENT between LEO HOLDINGS III CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 2, 2021, is by and between Leo Holdings III Corp, a Cayman Islands exempted company (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”).

Accelerate Acquisition Corp.WARRANT AGREEMENT between ACCELERATE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 (March 2nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Accelerate Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Kismet Acquisition Two Corp.WARRANT AGREEMENT (February 23rd, 2021)

This Warrant Agreement (this “Agreement”) made as of February 17, 2021 is by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004 (the “Warrant Agent”).

Acies Acquisition Corp. IIWARRANT AGREEMENT ACIES ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated _____________, 2021 (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated ____________, 2021, is by and between Acies Acquisition Corp. II, 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”).

B. Riley Principal 150 Merger Corp.WARRANT AGREEMENT (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 18, 2021, is by and between B. Riley Principal 150 Merger Corp. a Delaware corporation (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”).

Supernova Partners Acquisition Co II, Ltd.WARRANT AGREEMENT between SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [●], 2021 (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

Athena Technology Acquisition Corp.WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Athena Technology 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”).

LDH Growth Corp IWARRANT AGREEMENT (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between LDH Growth Corp I, 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”).

DHB Capital Corp.WARRANT AGREEMENT (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between DHB Capital Corp., a Delaware corporation (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”).

TCW Special Purpose Acquisition Corp.WARRANT AGREEMENT TCW SPECIAL PURPOSE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

FinTech Evolution Acquisition GroupWARRANT AGREEMENT (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2021, is by and between FinTech Evolution Acquisition Group, a Cayman Islands exempted company (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”).

Queen's Gambit Growth Capital IIWARRANT AGREEMENT between QUEEN’S GAMBIT GROWTH CAPITAL II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021 (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Queen’s Gambit Growth Capital II, a Cayman Islands exempted company (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”).

DHC Acquisition Corp.FORM OF WARRANT AGREEMENT DHC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between DHC Acquisition 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”).

Kismet Acquisition Three Corp.WARRANT AGREEMENT (February 23rd, 2021)

This Warrant Agreement (this “Agreement”) made as of February 17, 2021 is by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004 (the “Warrant Agent”).

Finserv Acquisition Corp. IIWARRANT AGREEMENT (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 17, 2021, is by and between FinServ Acquisition Corp. II, 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”).

Simon Property Group Acquisition Holdings, Inc.WARRANT AGREEMENT (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 18, 2021 is by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

Twin Ridge Capital Acquisition Corp.WARRANT AGREEMENT TWIN RIDGE CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 (February 23rd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Twin Ridge Capital Acquisition 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”).

Longview Acquisition Corp. IIWARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (February 22nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).

Gaucho Group Holdings, Inc.WARRANT AGREEMENT (February 22nd, 2021)

THIS WARRANT AGREEMENT made as of February 19, 2021 (the “Issuance Date), between Gaucho Group Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

USHG Acquisition Corp.WARRANT AGREEMENT (February 22nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

TCW Special Purpose Acquisition Corp.WARRANT AGREEMENT TCW SPECIAL PURPOSE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 (February 22nd, 2021)

THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between TCW Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).