UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2021 • Icg Hypersonic Acquisition Corp • Blank checks • New York
ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell 25,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-third of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,750,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters, for whom Barclays Capital Inc. is acting as Representative (in such capacity, the “Representative”). To the extent tha
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 5th, 2021 • Icg Hypersonic Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • April 5th, 2021 • Icg Hypersonic Acquisition Corp • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__________], 2021, by and between ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 5th, 2021 • Icg Hypersonic Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [______], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), and ICG Hypersonic Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2021 • Icg Hypersonic Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [________], 2021, is made and entered into by and among ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), ICG Hypersonic Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature pages hereto (each such party, 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”).
ICG Hypersonic Acquisition Corp.Underwriting Agreement • April 5th, 2021 • Icg Hypersonic 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 between ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s units (including up to 3,750,000 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 “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 a
WARRANT AGREEMENT ICG HYPERSONIC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 5th, 2021 • Icg Hypersonic Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
ICG Hypersonic Acquisition Corp. 717 Fifth Avenue, 18th Floor New York, New York 10022Securities Subscription Agreement • April 5th, 2021 • Icg Hypersonic Acquisition Corp • Blank checks • Delaware
ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by ICG Hypersonic Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,187,500 shares (the “Shares”) of Class B common stock of the Company, par value $0.0001 per share, up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Class A common stock of the Company, par value $0.0001 per share and one, or a portion of one, warrant to purchase one share of Class A common stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
ICG Hypersonic Acquisition Corp. 717 Fifth Avenue, 18th Floor New York, New York 10022Administrative Services Agreement • April 5th, 2021 • Icg Hypersonic Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”), entered into by and between ICG Hypersonic Acquisition Corp. (the “Company”) and ICG Hypersonic Sponsor LLC (the “Sponsor”), will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market LLC (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”):
