REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2022, is made and entered into by and among Nubia Brand International Corp., a Delaware corporation (the “Company”), Mach FM Acquisitions LLC, a Delaware limited liability company (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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
NUBIA BRAND INTERNATIONAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
Nubia Brand International 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:
WARRANT AGREEMENTWarrant Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of March 10, 2022 between Nubia Brand International Corp., a Delaware corporation, with offices at 13355 Noel Rd, Suite 1100, Dallas, TX 75240 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 10, 2022, by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and each of the undersigned (each, an “Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2022 by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Mach FM Acquisitions LLC, a Delaware limited liability company (the “Purchaser”).
Nubia Brand International Corp. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 Re: Initial Public Offering Gentlemen:Letter Agreement • March 16th, 2022 • Nubia Brand International Corp. • Blank checks • New York
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 among Nubia Brand International Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 12,650,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s 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. The Units will be sold in the Public Offering
NUBIA BRAND INTERNATIONAL CORP. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 March 10, 2022Nubia Brand International Corp. • March 16th, 2022 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Nubia Brand International Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mach FM Corporation (“Mach FM”), an affiliate of Mach FM Acquisitions LLC, the Company’s sponsor, shall make available to the Company certain office space, utilities, and secretarial, administrative and consulting services as may be required by the Company from time to time, situated at 13355 Noel Rd, Suite 1100, Dallas, TX 75240 (or any successor location). In exchange therefore, the Company shall pay Mach FM a
