20,000,000 Units1 Spartacus Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 15, 2020, by and between Spartacus Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Spartacus Acquisition Corporation Duluth, GA 30097Securities Subscription Agreement • September 28th, 2020 • Spartacus Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 28, 2020 by and between Spartacus Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Spartacus 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 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 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:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2020, is made and entered into by and among Spartacus Acquisition Corporation, a Delaware corporation (the “Company”), B. Riley Principal Investments, LLC (“B. Riley”) and Spartacus Sponsor LLC, a Delaware limited liability company (the “Sponsor”； together with B. Riley and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 9th, 2020 • Spartacus Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [____], 2020, by and between Spartacus Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 9th, 2020 • Spartacus Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2020, by and between Spartacus Acquisition Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 15, 2020, is by and between Spartacus 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”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 15, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spartacus Acquisition Corporation, a Delaware corporation (the “Company”) and Spartacus Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
October 15, 2020 Spartacus Acquisition CorporationUnderwriting Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spartacus Acquisition Corporation, a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 (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 will be sold in the Public Offering pursuant
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2021 • Spartacus Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among NextNav Inc. (f/k/a Spartacus Acquisition Shelf Corp.), a Delaware corporation (the “Company”), B. Riley Principal Investments, LLC, a Delaware limited liability company (“B. Riley”), Spartacus Sponsor LLC, a Delaware limited liability company (the “Sponsor,” and together with B. Riley, the “Initial Investors”), each of the investors listed on the signature pages hereto under the caption “NextNav Investors” (collectively, the “NextNav Investors,” and together with the Initial Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”) and the FF Beneficial Investor (as defined herein).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 10th, 2021 • Spartacus Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2021, by and among Spartacus Acquisition Corporation, a Delaware corporation (the “Issuer”), the subscriber party set forth on the signature page hereto (“Subscriber”), and Spartacus Acquisition Shelf Corp., a Delaware corporation (“Holdings”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • October 9th, 2020 • Spartacus 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, this “Agreement”), is entered into by and between Spartacus Acquisition Corporation, a Delaware corporation (the “Company”) and B. Riley Principal Investments, LLC, a Delaware limited liability company (the “Purchaser”).
SPARTACUS ACQUISITION CORPORATIONAdministrative Support Agreement • October 9th, 2020 • Spartacus Acquisition Corp • Blank checks • New York
This letter agreement by and between Spartacus Acquisition Corporation (the “Company”) and Spartacus Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-249100) (the “Registration Statement”) is declared effective (the “Effective Date”) 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”):
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 10th, 2021 • Spartacus Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of June 9, 2021, is entered into by and among (i) NextNav, LLC, a Delaware limited liability company (the “Company”), (ii) NextNav Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) NEA 14 NextNav Blocker, LLC, a Delaware limited liability company (“NEA Blocker”), (iv) Oak NextNav Blocker, LLC, a Delaware limited liability company (“Oak Blocker”), (v) Columbia Progeny Partners IV, Inc., a Delaware corporation (“Columbia Blocker”), (vi) Global Long Short Partners Aggregating Holdings Del VII LLC, a Delaware limited liability company (“GS Blocker 1”), (vii) Global Private Opportunities Partners Holdings II Corp., a Delaware corporation (“GS Blocker 2”), (viii) SASC (SPAC) Merger Sub 1 Corporation, a Delaware corporation (“MS 1”), (ix) SASC (Target) Merger Sub 2 LLC, a Delaware limited liability company (“MS 2”), (x) SASC (NB) Merger Sub 3 LLC, a Delaware limited liability company (“MS 3”), (xi) SASC (OB)
SPARTACUS ACQUISITION CORPORATIONAdministrative Support Agreement • October 21st, 2020 • Spartacus Acquisition Corp • Blank checks • New York
This letter agreement by and between Spartacus Acquisition Corporation (the “Company”) and Spartacus Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-249100) (the “Registration Statement”) is declared effective (the “Effective Date”) 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”):
