15,000,000 Units PROGRESS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • Progress Acquisition Corp. • Blank checks • New York
Progress Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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 • February 12th, 2021 • Progress Acquisition Corp. • Blank checks • New York
This agreement is made as of February 8, 2021 between Progress Acquisition Corp., a Delaware corporation, with offices at 50 Milk Street, 16th Floor Boston, MA 02109 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
Progress Acquisition Corp. Boston, MA 02109Progress Acquisition Corp. • January 13th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 13, 2020 by and between Progress Capital I, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Progress 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 3,593,750 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 468,750 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 12th, 2021 • Progress Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 8th day of February, 2021, by and among Progress Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2021 • Progress Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [___], 2021 (“Agreement”), by and between Progress Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • Progress Acquisition Corp. • Blank checks • New York
This Agreement is made as of February 8, 2021 by and between Progress Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 February 8, 2021Progress Acquisition Corp. • April 2nd, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Progress Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252084) filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (“IPO”).
Progress Acquisition Corp. Boston, MA 02109 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • February 12th, 2021 • Progress Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Progress Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (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 warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
Progress Acquisition Corp. Boston, MA 02109 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • January 26th, 2021 • Progress Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Progress Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (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 warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
Progress Acquisition Corp.Progress Acquisition Corp. • February 12th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Progress Acquisition Corp’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Progress Partners IB, Inc. shall make available to the Company certain office space, utilities, and administrative support as may be required by the Company from time to time, situated at 50 Milk Street, 16th Floor, Boston, MA 02109 (or any successor location). In exchange therefore, the Company shall pay Progress Partners IB, Inc. the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Progress Partners I
Progress Acquisition Corp.Progress Acquisition Corp. • January 26th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Progress Acquisition Corp’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Progress Partners IB, Inc.shall make available to the Company certain office space, utilities, and administrative support as may be required by the Company from time to time, situated at 50 Milk Street, 16th Floor, Boston, MA 02109 (or any successor location). In exchange therefore, the Company shall pay Progress Partners IB, Inc. the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Progress Partners IB
