Ares Acquisition Corporation c/o Ares Management LLC New York, New York 10167Ares Acquisition Corp • January 26th, 2021 • Blank checks • Delaware
We are pleased to accept the offer Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), has made to subscribe for and purchase 7,187,500 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Ares Acquisition Corporation, a Cayman Islands exempted company (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 26th, 2021 • Ares Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 26th, 2021 • Ares Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder 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 of this Agreement, a “Holder” and collectively the “Holders”).
Ares Acquisition Corporation c/o Ares Management LLC New York, NY 10167Letter Agreement • January 26th, 2021 • Ares Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and UBS Securities 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 83,375,000 of the Company’s units (including up to 10,875,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adju
WARRANT AGREEMENT ARES ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021Warrant Agreement • January 26th, 2021 • Ares Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Ares 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”).
INDEMNITY AGREEMENTIndemnity Agreement • January 26th, 2021 • Ares Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • January 26th, 2021 • Ares Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Ares Acquisition Corporation 72,500,000 Units1 Underwriting AgreementUnderwriting Agreement • January 26th, 2021 • Ares Acquisition Corp • Blank checks • New York
As representatives (each, a “Representative” and collectively, the “Representatives”) of the several Underwriters named in Schedule I hereto,
ARES ACQUISITION CORPORATION c/o Ares Management LLCAres Acquisition Corp • January 26th, 2021 • Blank checks • New York
