REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2021 • Atlas Crest Investment Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2021, is made and entered into by and among Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), Atlas Crest Investment II 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”).
AC I Corp. New York, New York 10022Securities Subscription Agreement • January 5th, 2021 • AC 1 Corp. • New York
This agreement (the “Agreement”) is entered into on December 23, 2020 by and between CAA 1 LLC, a Delaware limited liability company (the “Subscriber” or “you”), and AC I 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 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 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:
Atlas Crest Investment Corp. II New York, New York 10022Underwriting Agreement • February 9th, 2021 • Atlas Crest Investment Corp. II • 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 Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 34,500,000 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 “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, 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 adjustment as described in the Prospectus (as defi
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2021 • Atlas Crest Investment Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 3, 2021, by and between Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ATLAS CREST INVESTMENT CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • Atlas Crest Investment Corp. II • Blank checks • New York
The undersigned, Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or 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,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • February 9th, 2021 • Atlas Crest Investment Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 3, 2021, is by and between Atlas Crest Investment Corp. II, 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 also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • February 1st, 2021 • Atlas Crest Investment Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and _______ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 1st, 2021 • Atlas Crest Investment Corp. II • 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 Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and Atlas Crest Investment II LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 9th, 2021 • Atlas Crest Investment Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 3, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Atlas Crest Investment Corp. II, a Delaware corporation (the “Company”), and Atlas Crest Investment II LLC, a Delaware limited liability company (the “Purchaser”).
Cantor Fitzgerald & Co. New York, New York 10022 February 3, 2021Advisory Agreement • February 9th, 2021 • Atlas Crest Investment Corp. II • Blank checks • New York
This is to confirm our agreement whereby Atlas Crest Investment Corp. II, a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (“Cantor”) and Moelis & Company LLC (“Moelis”, together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-251893 and 333-252709) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
ATLAS CREST INVESTMENT CORP. II New York, NY 10022Support Agreement • February 9th, 2021 • Atlas Crest Investment Corp. II • Blank checks • New York
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2022 • Atlas Crest Investment Corp. II • Blank checks • New York
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
