REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • Warrior Technologies Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2021, is made and entered into by and among Warrior Technologies Acquisition Company, a Delaware corporation (the “Company”), Warrior Technologies Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • March 3rd, 2021 • Warrior Technologies Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between Warrior Technologies Acquisition Company, 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 herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2021 • Warrior Technologies Acquisition Co • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Warrior Technologies Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 25, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Warrior Technologies Acquisition Company 400 W. Illinois, Suite 1120 Midland, Texas 79701Warrior Technologies Acquisition Co • February 5th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 4, 2020 by and between Warrior Technologies Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Warrior Technologies Acquisition Company, 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 8,625,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 1,125,000 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:
Warrior Technologies Acquisition Company Midland, Texas 79701 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 3rd, 2021 • Warrior Technologies Acquisition Co • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Warrior Technologies Acquisition Company, a Delaware corporation (the “Company”), and Raymond James & Associates, Inc. and EarlyBirdCapital, Inc., 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 27,600,000 of the Company’s units (including up to 3,600,000 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 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
INDEMNITY AGREEMENTIndemnity Agreement • February 5th, 2021 • Warrior Technologies Acquisition Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2021, by and between Warrior Technologies Acquisition Company, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
WARRIOR TECHNOLOGIES ACQUISITION COMPANYUnderwriting Agreement • March 3rd, 2021 • Warrior Technologies Acquisition Co • Blank checks • New York
proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Raymond James & Associates, Inc. (“RJ”) and EarlyBirdCapital, Inc. (“EBC”) are acting as representatives (RJ and EBC, the “Representatives”), an aggregate of 24,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock,
INDEMNITY AGREEMENTIndemnity Agreement • March 3rd, 2021 • Warrior Technologies Acquisition Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 25, 2021, by and between Warrior Technologies Acquisition Company, a Delaware corporation (the “Company”), and Marcus. C. Rowland (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 5th, 2021 • Warrior Technologies Acquisition Co • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Warrior Technologies Acquisition Company, a Delaware corporation (the “Company”), and Warrior Technologies Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2021 • Warrior Technologies Acquisition Co • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Warrior Technologies Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
AMENDMENT NO. 2 TO THE SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 3rd, 2021 • Warrior Technologies Acquisition Co • Blank checks • Delaware
THIS AMENDMENT NO. 2 TO THE SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2021 (this “Amendment”), is entered into by and between Warrior Technologies Acquisition Company, a Delaware corporation (the “Company”), and Warrior Technologies Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
WARRIOR TECHNOLOGIES ACQUISITION COMPANY AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • February 5th, 2021 • Warrior Technologies Acquisition Co • Blank checks • New York
This Amendment No. 1 to Promissory Note (this “Amendment”), dated as of January 13, 2021, is entered into by and between Warrior Technologies Acquisition Company, a Delaware corporation (the “Maker”), and Warrior Technologies Sponsor, LLC, a Delaware limited liability company (the “Payee”).
