REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 21, 2021, is made and entered into by and among North Atlantic Acquisition Corporation, a Cayman Islands exempted company (the “Company”), NAAC Sponsor LP, a Delaware limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
33,000,000 Units North Atlantic Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
North Atlantic Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 33,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,950,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized ter
North Atlantic Acquisition Corporation George Town, Grand CaymanNorth Atlantic Acquisition Corp • January 4th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between NAAC Sponsor LP, a Delaware limited partnership (the “Subscriber” or “you”), and North Atlantic Acquisition Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 27th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 21, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between North Atlantic Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and NAAC Sponsor LP, a Delaware limited partnership (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 4th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between North Atlantic Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
North Atlantic Acquisition CorporationLetter Agreement • January 27th, 2021 • North Atlantic Acquisition Corp • 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 North Atlantic Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Wells Fargo Securities, LLC and BTIG, LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 37,950,000 of the Company’s units (including up to 4,950,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in
WARRANT AGREEMENTWarrant Agreement • January 4th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between North Atlantic Acquisition Corporation, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 27th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 21, 2021 by and between North Atlantic Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [󠄛●], 2022, is made and entered into by and among NAAC Holdco, Inc., a Delaware corporation, (the “Company”), NAAC Sponsor LP, a Delaware limited partnership (the “Sponsor”), and each of the undersigned parties listed under “Holders” 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 6.2 or Section 6.10 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein shall have the meanings provided in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2021 • North Atlantic Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 16th of December, 2021, by and among North Atlantic Acquisition Corporation, a Cayman Islands exempted company (“NAAC”), NAAC Holdco, Inc., a Delaware corporation (the “Issuer” and together with NAAC, the “Issuer Parties”) and the undersigned (“Subscriber”).
FORM OF STOCKHOLDERS AGREEMENTForm of Stockholders Agreement • December 17th, 2021 • North Atlantic Acquisition Corp • Blank checks
THIS STOCKHOLDERS AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Stockholders Agreement”), dated as of [●], 2022, is made by and among (i) NAAC Holdco, Inc., a Delaware corporation (“New Holdco”); (ii) BICS SA, a Belgian limited liability company (société anonyme) (“Seller”); (iii) NAAC Sponsor LP, a Delaware series limited partnership (the “Sponsor”) and (iv) SFPI SA d’intérêt public / FPIM NV van openbaar nut, a limited liability company of public interest organized and existing under the laws of Belgium (“FPIM”). Each of New Holdco, Seller, Sponsor and FPIM may be referred to herein as a “Party” and collectively as the “Parties”.
WARRANT AGREEMENTWarrant Agreement • January 27th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 21, 2021, is by and between North Atlantic Acquisition Corporation, 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”).
NORTH ATLANTIC ACQUISITION CORPORATION Zone 5, Central Business District Qormi CBD 5090, MaltaLetter Agreement • January 4th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between North Atlantic Acquisition Corporation (the “Company”) and NAAC Sponsor LP (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 Stock 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”):
NORTH ATLANTIC ACQUISITION CORPORATIONLetter Agreement • January 27th, 2021 • North Atlantic Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between North Atlantic Acquisition Corporation (the “Company”) and NAAC Sponsor LP (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 Stock Market (the “Listing Date”), pursuant to a Registration Statements 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”):
