36,000,000 Units Equity Distribution Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act.
Equity Distribution Acquisition Corp. Two North Riverside Plaza, Suite 600 Chicago, IL 60606 July 14, 2020Securities Subscription Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • Delaware
We are pleased to accept the offer Equity Distribution Sponsor LLC (the “Subscriber” or “you”) has made to purchase 14,375,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,875,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Equity Distribution Acquisition Corp., a Delaware corporation (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:
INDEMNITY AGREEMENTIndemnity Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”), and Equity Distribution Sponsor LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 18, 2020 by and between Equity Distribution Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Equity Distribution Acquisition Corp. Two North Riverside Plaza Chicago, IL 60606 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010Underwriting Agreement • September 21st, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as the representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020 by and between Equity Distribution Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Equity Distribution Acquisition Corp. Two North Riverside Plaza, Suite 600 Chicago, IL 60606 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010Underwriting Agreement • September 21st, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as the representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • September 21st, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 18, 2020, by Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”), Equity Distribution Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the additional 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”).
WARRANT AGREEMENT between EQUITY DISTRIBUTION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 18, 2020Warrant Agreement • September 21st, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 18, 2020, is by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 21st, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 15, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”), and Equity Distribution Sponsor LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
EQUITY DISTRIBUTION ACQUISITION CORP. Two North Riverside Plaza, Suite 600 Chicago, IL 60606 September 15, 2020Office Space and Administrative Services Agreement • September 21st, 2020 • Equity Distribution Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Equity Distribution Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial 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”), Equity Distribution Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at Two North Riverside Plaza, Suite 600, Chicago, IL 60606 (or any successor location). In exchange therefore, the Company shall pay an affiliate of the Sponsor a sum of $10,000 per month on the Effective D
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENTStockholders and Registration Rights Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
THIS STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2020, by Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”), and Equity Distribution Sponsor LLC, a Delaware limited liability company (the “Sponsor” together with 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”).
EQUITY DISTRIBUTION ACQUISITION CORP. Two North Riverside Plaza, Suite 600 Chicago, IL 60606Office Space and Administrative Services Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks
