Underwriting Agreement between ATLANTIC cOASTAL Acquisition Corp. and BTIG, LLC Dated March 3, 2021 ATLANTIC COASTAL Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
The undersigned, Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto, 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,” provided that, if only BTIG is listed on such Schedule A, any references to the underwriters shall refer exclusively to BTIG) as follows:
WARRANT AGREEMENTWarrant Agreement • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 3, 2021, is by and between Atlantic Coastal 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 • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 3, 2021, by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Atlantic Coastal Acquisition Corp. San Francisco, CA 94118Atlantic Coastal Acquisition Corp. • January 8th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on December 11, 2020 by and between Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Atlantic Coastal 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 8,616,375 shares of Class B common stock, $0.0001 par value per share (together with the 8,625 shares of Class B common stock, $0.0001 par value per share previously acquired by Subscriber, 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [___________], 2021 between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 25th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.02 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of March 3, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”) and Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Purchaser”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • February 27th, 2023 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of February 27, 2023 by and among Atlantic Coastal Acquisition Corp. (“ACAH”), Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
Atlantic Coastal Acquisition Corp. 6 St Johns Lane, Floor 5 New York, New York 10013 BTIG, LLC 65 E 55th Street New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 8th, 2021 • Atlantic Coastal 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 Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 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 will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”), filed by the Company with the U.S
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2021, is made and entered into by and among Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.02 of this Agreement, a “Holder” and collectively the “Holders”).
Date: November 30, 2021 To: Atlantic Coastal Acquisition Corp. (“Counterparty”) Address: 6 St Johns Lane, Floor 5Atlantic Coastal Acquisition Corp. • December 1st, 2021 • Blank checks
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto. Concurrently with entering into this Confirmation, Seller and Counterparty are entering into a Tender Offer Agreement (the “Tender Offer Agreement”) pursuant to which Seller and Counterparty have indicated an intention to commence a tender offer (the “Tender Offer”) in accordance with Section 9.2(b) of the Amended and Restated Certificate of Incorporation of the Company, dated March 5, 2021 (the “Counterparty Charter”) to purchase up to a maximum of 10,000,000 Shares in the aggregate at a price equal to the Redemption Price. The effectiveness of this Transaction is subject to the condition that the Tender Offer Agreement shall be in full force and effect. Counterparty and
ATLANTIC COASTAL ACQUISITION CORP. 6 St Johns Lane, Floor 5 New York, NY 10013 March 3, 2021Atlantic Coastal Acquisition Corp. • March 8th, 2021 • Blank checks • Delaware
This letter agreement by and between Atlantic Coastal Acquisition Corp. (the “Company”) and Atlantic Coastal Acquisition Management LLC (“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 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”):
TERMINATION AND FEE AGREEMENTTermination and Fee Agreement • February 11th, 2022 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware
This TERMINATION AND FEE AGREEMENT (the “Agreement”), dated as of February 9, 2022, is entered into by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (“ACAH”), Alpha Merger Sub 1, Inc., a Delaware corporation (“Merger Sub”), and Essentium, Inc., a Delaware corporation (“Company” or “Essentium”) (each, a “Party” and collectively, the “Parties”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ATLANTIC COASTAL ACQUISITION CORP., ALPHA MERGER SUB 1, INC. AND ESSENTIUM, INC. DATED AS OF NOVEMBER 30, 2021Registration Rights Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made by and among Atlantic Coastal Acquisition Corp., a Delaware corporation (“ACAH”), Alpha Merger Sub 1, Inc., a Delaware corporation (“Merger Sub”), and Essentium, Inc., a Delaware corporation (the “Company”). ACAH, Merger Sub and the Company shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
JOINDER AGREEMENT April 27, 2022Joinder Agreement • August 11th, 2022 • Atlantic Coastal Acquisition Corp. • Blank checks
By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that the undersigned shall become a party to that certain Letter Agreement, dated March 3, 2021 (as may be amended or restated from time to time), by and among Atlantic Coastal Acquisition Corp. (the “Company”), Atlantic Coastal Acquisition Management LLC, and the executive officers and directors of the Company.
sponsor Membership Interest Purchase AgreementMembership Interest Purchase Agreement • October 4th, 2023 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of September 29, 2023 is entered into between Porche Capital Ltd, a Republic of Ireland Company (the “Buyer”), Anthony Porcheron (“Principal”), Atlantic Coastal Acquisition Corp., a Delaware corporation and a special purpose acquisition company (the “SPAC”), Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), and Shahraab Ahmad, solely in his role as managing member of the Sponsor (the “Seller”) .
TENDER OFFER AGREEMENTTender Offer Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware
This TENDER OFFER AGREEMENT (this “Agreement”) is made as of November 30, 2021, by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), and ACM ARRT VII C LLC, a Delaware limited liability company (“ACM”). The Company and ACM are at times referred to herein individually as a “Party” and collectively as the “Parties.”
ATLANTIC COASTAL ACQUISITION CORP. 6 St Johns Lane, Floor 5 New York, NY 10013 [●], 2021Atlantic Coastal Acquisition Corp. • February 25th, 2021 • Blank checks • Delaware
This letter agreement by and between Atlantic Coastal Acquisition Corp. (the “Company”) and Atlantic Coastal Acquisition Management LLC (“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 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 SUBSCRIPTION AGREEMENTForm of Subscription Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (together with any successor thereto the “Company”), and the undersigned Investor (the “Investor”), in connection with the proposed business combination (the “Transaction”) between the Company and Essentium, Inc., a Delaware corporation (the “Target”) pursuant to that certain Business Combination Agreement, dated as of November 30, 2021, by and among the Company, Alpha Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and the Target (as it may be amended from time to time, the “Transaction Agreement”). In connection with the Transaction, the Company is seeking commitments from interested investors to purchase, contingent upon, and substantially concurrently with the closing of the Transaction (the “Transaction Closing”), shares of common stock of th
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of November 30, 2021, by and among Atlantic Coastal Acquisition Corp., a Delaware corporation (“ACAH”), the Persons set forth on Schedule I attached hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Essentium, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
November 30, 2021 Atlantic Coastal Acquisition Corp. 6 St Johns Lane, Floor 5 New York, New York 10013 Essentium, Inc. 19025 N Heatherwilde Blvd, Suite 100 Pflugerville, TX 78660 BTIG, LLC 65 E 55th Street New York, New York 10022 Re: Sponsor Letter...Letter Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of November 30, 2021, by and among Atlantic Coastal Acquisition Corp., a Delaware corporation (the “ACAH”), Essentium, Inc., a Delaware corporation (the “Company”), and Alpha Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of ACAH (“Merger Sub”) and hereby amends an restates in its entirety that certain letter (the “Prior Letter Agreement”), dated as of March 3, 2021, by and among Atlantic Coastal Acquisition Management, LLC (the “Sponsor”) and each of Shahraab Ahmad, Burt Jordan, Anthony D. Eisenberg, Ronald C. Warrington, Ned Sizer, Joanna Lord, Bryan Dove, Iqbaljit Kahlon, and Daniel M. Tapiero, who are members of the board of directors and/or management team of ACAH (collectively, the “Insiders”). Capitalized terms used herein are defined in paragraph 15. Capitalized terms used herein b
