REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2021 • Music Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 2, 2021, is made and entered into by and among The Music Acquisition Corporation, a Delaware corporation (the “Company”), Music Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (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 AGREEMENTWarrant Agreement • February 5th, 2021 • Music Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 2, 2021, is by and between The Music Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and, in its capacity as the Company’s transfer agent, the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENT INDEMNITY AGREEMENTIndemnity Agreement • January 15th, 2021 • Music Acquisition Corp • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between The Music Acquisition Corporation a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 5th, 2021 • Music Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 2, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among The Music Acquisition Corporation, a Delaware corporation (the “Company”), and Music Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • Music Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 2, 2021 by and between The Music Acquisition Corporation., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
The Music Acquisition CorporationMusic Acquisition Corp • January 15th, 2021 • Blank checks • Delaware
We are pleased to accept the offer Music Acquisition Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 class B shares (“Founder Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of The Music Acquisition Corporation, a Delaware corporation (the “Company”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
LETTER AGREEMENTLetter Agreement • February 5th, 2021 • Music 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”) entered into by and among The Music Acquisition Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters named therein (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 Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustm
THE MUSIC ACQUISITION CORPORATION 20,000,000 Units Underwriting AgreementUnderwriting Agreement • February 5th, 2021 • Music Acquisition Corp • Blank checks • New York
The Music Acquisition Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • January 21st, 2021 • Music Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February [__], 2021 by and between The Music Acquisition Corporation., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF LETTER AGREEMENTForm of Letter Agreement • January 21st, 2021 • Music 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”) entered into by and among The Music Acquisition Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters named therein (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 Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustm
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 5th, 2021 • Music Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) by and among The Music Acquisition Corporation (the “Company”) and Hallwood Media, LLC (the “Provider”), 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 New York Stock Exchange (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”):
FORM OF ADMINISTRATIVE SERVICES AGREEMENTServices Agreement • January 15th, 2021 • Music Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) by and among The Music Acquisition Corporation (the “Company”) and Hallwood Media, LLC (the “Provider”), 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 New York Stock Exchange (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”):
