UNDERWRITING AGREEMENT between LOCUST WALK ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: __, 2021Underwriting Agreement • December 18th, 2020 • Locust Walk Acquisition Corp. • Blank checks • New York
The undersigned, Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • December 18th, 2020 • Locust Walk Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _____________, 2020, is by and between Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”; also referred to as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • December 18th, 2020 • Locust Walk Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2020, by and between LOCUST WALK ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2020 • Locust Walk Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______ __, 2020 by and between Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 18th, 2020 • Locust Walk Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the ___ day of __________, 2020, by and between Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at Two Commerce Square, 2001 Market Street, Suite 3400, Philadelphia, PA 19103, and the subscriber set forth on Schedule A hereto (the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2020 • Locust Walk Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____________, 2020, is made and entered into by and among each of Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), Locust Walk Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
Locust Walk Acquisition Corp. Two Commerce Square Philadelphia, PA 19103Letter Agreement • December 18th, 2020 • Locust Walk Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 14,950,000 of the Company’s units (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 third of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commissio
LOCUST WALK ACQUISITION CORP.Locust Walk Acquisition Corp. • December 18th, 2020 • Blank checks • Pennsylvania
This letter agreement by and between Locust Walk Acquisition Corp. (the “Company”) and Locust Walk Sponsor, LLC (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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
FIRST AMENDMENT TO PROMISSORY NOTELocust Walk Acquisition Corp. • December 18th, 2020 • Blank checks
THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated as of the 7th day of December, 2020 and is made by and between Locust Walk Acquisition Corp. (the “Maker”) and Locust Walk Sponsor, LLC (the “Payee”).
