INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2020 • Qell Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 29, 2020 by and between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Qell Acquisition Corp.Securities Subscription Agreement • September 11th, 2020 • Qell Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on August 7, 2020 by and between Qell Partners LLC, a Cayman Islands exempted company (the “Subscriber” or “you”), and Qell Acquisition Corp., a Cayman Islands limited liability company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 25,000 ordinary shares, $1.00 par value per share (the “Shares”), up to 3,261 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 11th, 2020 • Qell Acquisition Corp • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August [___] , 2020 between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [___] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 5th, 2020 • Qell Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2020, is made and entered into by and among Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), Qell Partners LLC, a Cayman Islands exempted limited liability company (the “Sponsor”, and 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”).
Qell Acquisition Corp. San Francisco, CA 94111 Re: Initial Public OfferingUnderwriting Agreement • October 5th, 2020 • Qell Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”), dated as of September 29, 2020, by and among Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 37,950,000 of the Company’s units (including 4,950,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units w
WARRANT AGREEMENT QELL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • September 11th, 2020 • Qell Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 11th, 2020 • Qell Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [___], 2020 by and between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 5th, 2020 • Qell Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 29, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Qell Partners LLC, a Cayman Island exempted limited liability company (the “Purchaser”).
QELL ACQUISITION CORP. 33,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2020 • Qell Acquisition Corp • Blank checks • New York
Qell Acquisition Corp., a Cayman Islands corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 33,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,950,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
WARRANT AGREEMENT QELL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2020Warrant Agreement • October 5th, 2020 • Qell Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 29, 2020, is by and between Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
AMENDED AND RESTATED LETTER AGREEMENTLetter Agreement • February 3rd, 2021 • Qell Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) amends and restates in its entirety that certain letter agreement dated September 29, 2020 that was delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”), dated as of September 29, 2020, by and among Qell Acquisition Corp., a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 37,950,000 of the Company’s units (including 4,950,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to pur
ADMINISTRATIVE SErVICES AGREEMENTAdministrative Services Agreement • February 3rd, 2021 • Qell Acquisition Corp • Blank checks • Delaware
This Administrative Services Agreement (“Agreement”) is effective as of January 1, 2021 (the “Effective Date”), by and between Qell Acquisition Corp., a Cayman Islands exempted company (“Company”) and Qell Operational Holdings LLC, a Delaware limited liability company (“Service Provider” and together with Company, the “Parties” and each a “Party”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 30th, 2021 • Qell Acquisition Corp • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on _________, 2021, by and between Qell Acquisition Corp, a Cayman Islands exempted company (“Qell”), Qell DutchCo B.V. (“Lilium Holdco”), and the undersigned subscriber (the “Investor”).
Qell Acquisition Corp.Office Space and Administrative Services Agreement • September 11th, 2020 • Qell Acquisition Corp • Blank checks
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 30th, 2021 • Qell Acquisition Corp • Blank checks • New York
BUSINESS COMBINATION AGREEMENT BY AND AMONG QELL DUTCHCO B.V., QUEEN CAYMAN MERGER LLC, QELL ACQUISITION CORP., AND LILIUM GMBH DATED AS OF MARCH 30, 2021Business Combination Agreement • March 30th, 2021 • Qell Acquisition Corp • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 30, 2021, is made by and among Qell DutchCo B.V., a Netherlands limited liability company (“Holdco”), Queen Cayman Merger LLC, a Cayman Islands limited liability company (“Merger Sub”), Qell Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company (“Qell”) and Lilium GmbH, a German limited liability company (the “Company”). Each of Holdco, Merger Sub, Qell and the Company shall individually be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Qell Acquisition Corp. September 29, 2020Office Space and Administrative Services Agreement • October 5th, 2020 • Qell Acquisition Corp • Blank checks • New York
