INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 10th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
JOFF Fintech Acquisition Corp. New York, NY 10105Securities Subscription Agreement • January 19th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 20, 2020 by and between JOFF Fintech Holdings LP, a Delaware partnership (the “Subscriber” or “you”), and JOFF Fintech Acquisition Corp., 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 of Class B common stock, $0.0001 par value per share (the “Shares”), 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:
INDEMNITY AGREEMENTIndemnity Agreement • January 28th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____]. 2021, by and between JOFF FINTECH ACQUISITION CORP., a Delaware corporation (the “Company”), and [___] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 10th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of February 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between JOFF Fintech Acquisition Corp., a Delaware corporation (the “Company”), and JOFF Fintech Holdings LP, a Delaware limited partnership (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among JOFF Fintech Acquisition Corp., a Delaware corporation (the “Company”), JOFF Fintech Holdings LP, a Delaware limited partnership (the “Sponsor”), and the 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between JOFF FINTECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 28th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between JOFF Fintech Acquisition Corp., 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”).
JOFF Fintech ACQUISITION corp. 36,000,000 Units Underwriting AgreementUnderwriting Agreement • February 10th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
JOFF Fintech Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 36,000,000 units of the Company (the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 5,400,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
WARRANT AGREEMENT between JOFF FINTECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 10th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 4, 2021, is by and between JOFF Fintech Acquisition Corp., 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”).
JOFF Fintech Acquisition Corp. New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 10th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between JOFF Fintech Acquisition Corp., a Delaware corporation (the “Company”), and RBC Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 41,400,000 of the Company’s units (including up to 5,400,000 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-third 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 shall be sold in the Public Offering pursuant to a registration statemen
JOFF Fintech Acquisition Corp. New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 28th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between JOFF Fintech Acquisition Corp., a Delaware corporation (the “Company”), and RBC Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 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-third 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 shall be sold in the Public Offering pursuant to a registration statemen
JOFF Fintech Acquisition Corp. New York, NY 10105Independent Contractor Agreement • January 28th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby MFA Growth, LLC (“MFA” or “Consultant”) agrees to provide certain services (as described below) to JOFF Fintech Acquisition Corp. (the “Company”). This Agreement further sets forth your agreement to abide by, in your individual capacity, the terms set forth in §§ 3.2, 3.3, 3.4, 3.5, 5, 7, 8, and 9 of this Agreement and, in those sections, the term “you” refers to you in your individual capacity.
JOFF Fintech Acquisition Corp. c/o Ellenoff Grossman & Schole LLPAdministrative Services Agreement • January 28th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
This letter agreement by and between JOFF Fintech Acquisition Corp. (the “Company”) and JOFF Fintech Holdings LP, our sponsor, 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 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”):
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2022 • JOFF Fintech Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 14, 2022, is made by and between JOFF Fintech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
JOFF Fintech Acquisition Corp. c/o Ellenoff Grossman & Schole LLPAdministrative Services Agreement • February 10th, 2021 • JOFF Fintech Acquisition Corp. • Blank checks • New York
This letter agreement by and between JOFF Fintech Acquisition Corp. (the “Company”) and JOFF Fintech Holdings LP, our sponsor, 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 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”):
