WARRANT AGREEMENT between Z-WORK ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 3rd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 28, 2021, is by and between Z-Work 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 • February 3rd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Z-Work Acquisition Corp. (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 into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Z-Work Acquisition Corp. New York, NY 10017Securities Subscription Agreement • February 3rd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 1, 2020 by and between Z-Work Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Z-Work 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 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2021, is made and entered into by and among Z-Work Acquisition Corp., a Delaware corporation (the “Company”), Z-Work Holdings LLC, a Delaware limited liability company (the “Sponsor”), and Jefferies LLC (“Jefferies”, and, 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”).
Z-Work Acquisition Corp. New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 3rd, 2021 • Z-Work 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”) to be entered into by and between Z-Work Acquisition Corp., a Delaware corporation (the “Company”) and Jefferies LLC, 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-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 to a registr
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 22nd, 2021 • Z-Work Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Z-Work Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
20,000,000 Units Z-WORK ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
Introductory. Z-Work Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”, “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 3rd, 2021 • Z-Work Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 28, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Z-Work Acquisition Corp., a Delaware corporation (the “Company”), and Z-Work Holdings LLC, a Delaware limited liability company (the “Purchaser”).
Z-Work Acquisition Corp.Administrative Support Agreement • March 30th, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
This Amended and Restated Administrative Support Agreement confirms our agreement that, commencing February 1, 2021 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 on Form S-1 filed with the U.S. Securities and Exchange Commission for the Company’s initial public offering) (such earlier date hereinafter referred to as the “Termination Date”):
Z-Work Acquisition Corp.Administrative Support Agreement • January 22nd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
This letter agreement by and between Z-Work Acquisition Corp. (the “Company”) and Z-Work Holdings LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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 LETTER AGREEMENTLetter Agreement • January 3rd, 2022 • Z-Work Acquisition Corp. • Blank checks
This Amendment (this “Amendment”), dated as of December 29, 2021, to that certain Letter Agreement, dated January 28, 2021 (the “Letter Agreement”), by and among Z-Work Acquisition Corp., a Delaware corporation (“Z-Work”), Z-Work Holdings LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned individuals, each of whom is a director or member of Z-Work’s board and/or management team (each, an “Insider” and collectively, the “Insiders”).
Z-Work Acquisition Corp.Administrative Support Agreement • February 3rd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
This letter agreement by and between Z-Work Acquisition Corp. (the “Company”) and Z-Work Holdings LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
Dear Z-Work Holdings LLC,Investment Agreement • January 13th, 2021 • Z-Work Acquisition Corp. • Blank checks
This letter agreement sets forth the terms of the agreement between Z-Work Holdings LLC (the “Company”) and certain investment funds and managed accounts managed by or affiliated with P. Schoenfeld Asset Management LP (collectively, “Subscriber”). The Company is the sponsor of Z-Work Acquisition Corp. (the “SPAC”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), at an offering price of $10.00 per unit.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 8th, 2022 • Z-Work Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 8, 2022, is made by and between Z-Work Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), and amends that certain Investment Management Trust Company, effective as of January 28, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
