byNordic Acquisition Corporation 15,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant Underwriting AgreementUnderwriting Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York
byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 SwedenSecurities Subscription Agreement • March 10th, 2020 • byNordic Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between Water by Nordic AB, a Swedish company (the “Subscriber” or “you”), and byNordic Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 3rd, 2021 • byNordic Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 11, 2022 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Rothesay Investment Sarl SPF (the “Forward Purchaser” and, together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July [__], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited trust company (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2022, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and the party identified as the indemnitee on the signature page hereto (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2022, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited trust company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2022, is by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SECOND AMENDED & RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
This Second Amended & Restated Forward Purchase Agreement (as the same may be further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of February 11, 2022, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Rothesay Investment Sarl SPF (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Water by Nordic AB, a Swedish limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • December 3rd, 2021 • byNordic Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2021, is by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
byNordic Acquisition Corporation 15,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant Underwriting AgreementUnderwriting Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
byNordic Acquisition Corporation c/o Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 SwedenSecurities Purchase Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between byNordic Acquisition Corporation, a Delaware corporation that is a blank check company formed for the purposes of acquiring one more businesses or entities, as the seller (the “Seller”, “we” or “us”), and Water by Nordic AB, a Swedish limited liability company, as the purchaser (the “Purchaser” or “you”). Pursuant to the terms hereof, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, 470,000 shares of the Class A common stock, $0.0001 par value per share, of the Seller (the “Private Shares”), up to 45,000 of which are subject to forfeiture by the Purchaser to the extent that the underwriters of the initial public offering (the “IPO”) of the units of the Seller (the “Units”), each consisting of one share of the Class A common stock, $0.0001 par value per share, of the Seller, and one-half of one redeemable warrant of the Seller, do not fully ex
February 8, 2022 byNordic Acquisition CorporationUnderwriting Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement, dated as of February 8, 2022 (the “Underwriting Agreement”), entered into by and among byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Keefe, Bruyette & Woods, Inc. and Drexel Hamilton, 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 17,250,000 of the Company’s units (including up to 2,250,000 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 entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units
BYNORDIC ACQUISITION CORPORATION c/o Pir 29 Einar Hansens Esplanad 29Administrative Support Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
This letter agreement by and between byNordic Acquisition Corporation (the “Company”) and Water by Nordic AB (“WBN”), 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 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”):
byNordic Acquisition Corporation c/o Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 SwedenSecurities Purchase Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between byNordic Acquisition Corporation, a Delaware corporation that is a blank check company formed for the purposes of acquiring one more businesses or entities, as the seller (the “Seller”, “we” or “us”), and byNordic Holdings II LLC, a Delaware limited liability company, as the purchaser (the “Purchaser” or “you”). Pursuant to the terms hereof, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, (i) 195,000 shares of the Class A common stock, $0.0001 par value per share, of the Seller (the “Private Shares”), up to 22,500 of which are subject to forfeiture by the Purchaser to the extent that the underwriters of the initial public offering (the “IPO”) of the units of the Seller (the “Units”), each consisting of one share of the Class A common stock, $0.0001 par value per share, of the Seller, and one-half of one redeemable warrant of the Seller, do n
Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 SwedenSecurities Purchase Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between byNordic Holdings LLC, a Delaware limited liability company (the “Purchaser” or “you”), and Water by Nordic AB, a Swedish company (the “Sponsor”, “we” or “us”). Pursuant to the terms hereof, the Sponsor hereby sells 2,041,141 shares of Class B common stock, $0.0001 par value per share (the “Founder Shares”), of byNordic Acquisition Corporation (the “Company”), up to 266,235 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 Sponsor and the Purchaser’s agreements regarding such Founder Shares are as follows:
INVESTMENT AGREEMENTInvestment Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of January 18, 2022, is by and among (i) byNordic Acquisition Corporation, a Delaware corporation (the “SPAC”), (ii) Water by Nordic AB, a Swedish limited liability company (the “Sponsor”), (iii) byNordic Holdings LLC, a Delaware limited liability company (“byNordic Holdings” and, together with the Sponsor, each, a “Transferor” and collectively, the “Transferors”) and (iv) [______] (“Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2022 • byNordic Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of February 8, 2022 (this “Agreement”), is made and entered into by and among byNordic Acquisition Corporation, a Delaware corporation (the “Company”), byNordic Holdings LLC, a Delaware limited liability company (“byNordic Holdings”), byNordic Holdings II LLC, a Delaware limited liability company (“byNordic Holdings II”), Water by Nordic AB, a Swedish limited liability company (the “Sponsor”), the additional parties identified on the signature pages to this Agreement (together with byNordic Holdings, byNordic Holdings II, the Sponsor and any additional 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 7, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and byNordic Holdings LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2021 • byNordic Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [__], 2021 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Rothesay Investment Sarl SPF (the “Forward Purchaser” and, together with 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2021 • byNordic Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is made and entered into by and among byNordic Acquisition Corporation, a Delaware corporation (the “Company”), byNordic Holdings LLC, a Delaware limited liability company (“byNordic Holdings”), byNordic Holdings II LLC, a Delaware limited liability company (“byNordic Holdings II”), Water by Nordic AB, a Swedish limited liability company (the “Sponsor”), the additional parties identified on the signature pages to this Agreement (together with byNordic Holdings, byNordic Holdings II, the Sponsor and any additional 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”).
