REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2021 • Monument Circle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2021, is made and entered into by and among Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), Monument Circle Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).
WARRANT AGREEMENT between MONUMENT CIRCLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 13, 2021Warrant Agreement • January 19th, 2021 • Monument Circle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 13, 2021 is by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2020 • Monument Circle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2021 by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Monument Circle Acquisition Corp. One EMMIS Plaza Indianapolis, IN 46204 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 23rd, 2020 • Monument Circle Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co., 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 23,000,000 of the Company’s units (including up to 3,000,000 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 Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined below). The
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2021 • Monument Circle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 13, 2021 by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2021 • Monument Circle Acquisition Corp. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of January 13, 2021 by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), and Ryan A. Hornaday (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 23rd, 2020 • Monument Circle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), Monument Circle Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 23rd, 2020 • Monument Circle Acquisition Corp. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [__], 2021 by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), and [___] (“Indemnitee”).
UNDERWRITING AGREEMENT between MONUMENT CIRCLE ACQUISITION CORP. and CANTOR FITZGERALD & CO. and MOELIS & COMPANY LLC Dated: January 13, 2021 MONUMENT CIRCLE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2021 • Monument Circle Acquisition Corp. • Blank checks • New York
The undersigned, Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and Moelis & Company LLC (“Moelis” and collectively with Cantor Fitzgerald, the “Representatives”) with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Monument Circle Acquisition Corp. One EMMIS Plaza Indianapolis, IN 46204Monument Circle Acquisition Corp. • October 22nd, 2020 • Blank checks • New York
We are pleased to accept the offer Monument Circle Sponsor LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 19th, 2021 • Monument Circle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 13, 2021 (this “Agreement”), is entered into by and between Monument Circle Acqusition Corp., a Delaware corporation (the “Company”), and Monument Circle Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Monument Circle Acquisition Corp. One EMMIS Plaza Indianapolis, IN 46204 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 19th, 2021 • Monument Circle Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. and Moelis & Company LLC, as representatives (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,070,000 of the Company’s units (including up to 3,270,000 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 Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectu
MONUMENT CIRCLE ACQUISITION CORP. One EMMIS Plaza Indianapolis, IN 46204Monument Circle Acquisition Corp. • January 19th, 2021 • Blank checks • New York
This letter agreement by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”) and Monument Circle Sponsor LLC, a Delawere limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File Nos. 333-251627 and 333-252095) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • December 23rd, 2020 • Monument Circle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__], 2021 (this “Agreement”), is entered into by and between Monument Circle Acqusition Corp., a Delaware corporation (the “Company”), and Monument Circle Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2022 • Monument Circle Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 15, 2022, is made by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
