UNDERWRITING AGREEMENT between EPIPHANY TECHNOLOGY ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January 7, 2021Underwriting Agreement • January 13th, 2021 • Epiphany Technology Acquisition Corp. • Blank checks • New York
The undersigned, Epiphany Technology Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • January 13th, 2021 • Epiphany Technology Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Epiphany Technology 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2020 • Epiphany Technology Acquisition Corp. • Blank checks • New York
Epiphany Technology Acquisition Corp. Suite 400 Burlingame, CA 94010Epiphany Technology Acquisition Corp. • December 15th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 6, 2020 by and between Epiphany Technology Sponsor LLC., a Delaware limited liability company (the “Subscriber” or “you”), and Epiphany Technology 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 10,062,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,312,500 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:
INDEMNITY AGREEMENTIndemnity Agreement • December 30th, 2020 • Epiphany Technology Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____, 2021, by and between Epiphany Technology Acquisition Corp., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
January 7, 2021Letter Agreement • January 13th, 2021 • Epiphany Technology 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 Epiphany Technology Acquisition Corp. ., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. 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 40,250,000 of the Company’s units (including up to 5,250,000 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 will be sold in the Public Offering pursuant t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2021 • Epiphany Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among EPIPHANY TECHNOLOGY ACQUISITION CORP., a Delaware corporation (the “Company”), EPIPHANY TECHNOLOGY SPONSOR LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor,” together with the Sponsor and with 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 • January 13th, 2021 • Epiphany Technology Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021, by and between Epiphany Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 13th, 2021 • Epiphany Technology Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 7th day of January 2021, by and between Epiphany Technology Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 533 Airport Blvd, Suite 400, Burlingame, CA 94010, and Epiphany Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 533 Airport Blvd, Suite 400, Burlingame, CA 94010.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 13th, 2021 • Epiphany Technology Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 7th day of January 2021, by and between Epiphany Technology Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
Epiphany Technology Acquisition Corp.Epiphany Technology Acquisition Corp. • December 30th, 2020 • Blank checks • New York
This letter agreement by and between Epiphany Technology Acquisition Corp. (the “Company”) and First In Line Enterprises, Inc. (“First In Line”), 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 U.S. 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”):
Re: Initial Public OfferingLetter Agreement • September 22nd, 2022 • Epiphany Technology 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 Epiphany Technology Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. 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 40,250,000 of the Company’s units (including up to 5,250,000 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 were sold in the Public Offering pursuant to a r
Epiphany Technology Acquisition Corp.Epiphany Technology Acquisition Corp. • January 13th, 2021 • Blank checks • New York
This letter agreement by and between Epiphany Technology Acquisition Corp. (the “Company”) and First In Line Enterprises, Inc. (“First In Line”), 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 U.S. 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”):
