UNDERWRITING AGREEMENT between FTAC PARNASSUS ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: March 11, 2021 FTAC PARNASSUS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2021 • FTAC Parnassus Acquisition Corp. • Blank checks • New York
The undersigned, FTAC Parnassus Acquisition Corp., 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 • March 17th, 2021 • FTAC Parnassus Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 11, 2021, is by and between FTAC Parnassus Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”; also referred to as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2021 • FTAC Parnassus Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____________], 2021, by and between FTAC PARNASSUS ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 17th, 2021 • FTAC Parnassus Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 11, 2021 by and between FTAC Parnassus Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 17th, 2021 • FTAC Parnassus Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 11th day of March, 2021, by and between FTAC Parnassus Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and FTAC Parnassus Sponsor, LLC (“Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2021 • FTAC Parnassus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 11, 2021, is made and entered into by and among each of FTAC Parnassus Acquisition Corp., a Delaware corporation (the “Company”), FTAC Parnassus Sponsor, LLC, a Delaware limited liability company, and FTAC Parnassus Advisors, LLC, a Delaware limited liability company (collectively, the “Sponsor”) and the undersigned parties listed on the signature page hereto (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”).
March 11, 2021Letter Agreement • March 17th, 2021 • FTAC Parnassus Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and among FTAC Parnassus Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 25,300,000 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 fourth of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commiss
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2021 • FTAC Parnassus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among each of FTAC Parnassus Acquisition Corp., a Delaware corporation (the “Company”), FTAC Parnassus Sponsor, LLC, a Delaware limited liability company, and FTAC Parnassus Advisors, LLC, a Delaware limited liability company (collectively, the “Sponsor”) and the undersigned parties listed on the signature page hereto (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”).
PURCHASE AGREEMENTPurchase Agreement • March 17th, 2021 • FTAC Parnassus Acquisition Corp. • Blank checks • New York
THIS PURCHASE AGREEMENT (this “Agreement”), is dated as of March 11, 2021, by and among FTAC PARNASSUS ACQUISITION CORP., a Delaware corporation (the “Company”), FTAC PARNASSUS ADVISORS, LLC, a Delaware limited liability company (the “Sponsor”), and certain funds and accounts managed by Millennium Management LLC (“Subscriber”).
FTAC PARNASSUS ACQUISITION CORP.FTAC Parnassus Acquisition Corp. • March 17th, 2021 • Blank checks • Pennsylvania
This letter agreement by and between FTAC Parnassus Acquisition Corp. (the “Company”) and FTAC Parnassus Sponsor, 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 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”):
FTAC PARNASSUS ACQUISITION CORP.FTAC Parnassus Acquisition Corp. • March 1st, 2021 • Blank checks • Pennsylvania
FTAC PARNASSUS ACQUISITION CORP.FTAC Parnassus Acquisition Corp. • June 9th, 2021 • Blank checks • Pennsylvania
This amended and restated letter agreement by and between FTAC Parnassus Acquisition Corp. (the “Company”) and FTAC Parnassus Sponsor, LLC (“Sponsor”), dated as of the date hereof, amends and restates that certain letter agreement between the parties dated March 11, 2021, and confirms our agreement that, 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 on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
