REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2021 • RXR 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 RXR Acquisition Corp., a Delaware corporation (the “Company”), RXR 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 52 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2021 • RXR Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 3, 2021 by and between RXR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • March 8th, 2021 • RXR Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of March 3, 2021, by and between RXR Acquisition Corp., a Delaware corporation, (the “Company”), and Matthew Boras (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 8th, 2021 • RXR Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 3, 2021, is by and between RXR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 8th, 2021 • RXR Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 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 RXR Acquisition Corp., a Delaware corporation (the “Company”), and RXR Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
RXR Acquisition Corp. 625 RXR Plaza Uniondale, New York 11556Letter Agreement • March 8th, 2021 • RXR 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 RXR Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and BofA Securities, Inc. (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-fifth 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 defined below). The Units will be sold in the Public Offering
Underwriting AgreementUnderwriting Agreement • March 8th, 2021 • RXR Acquisition Corp. • Blank checks • New York
RXR Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC and BofA Securities, Inc. (the “Representatives” or “you”) is acting as representative, an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires.
RXR Acquisition Corp. 625 RXR Plaza Uniondale, New York 11556Letter Agreement • February 19th, 2021 • RXR 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 RXR Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and BofA Securities, Inc. (each, an “Underwriter” and collectively, the “Underwriters”), 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-fifth 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 defined below). The Units will be sold in the Public Offering
RXR Acquisition Corp. 625 RXR Plaza Uniondale, NY 11556RXR Acquisition Corp. • February 12th, 2021 • Blank checks • New York
RXR Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer RXR Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 7,187,500 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock, $0.0001 par value per share, and the Company’s Class A common stock, par value $0.0001 (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-
Underwriting AgreementUnderwriting Agreement • February 19th, 2021 • RXR Acquisition Corp. • Blank checks • New York
RXR Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC and BofA Securities, Inc. (the “Representatives” or “you”) is acting as representative, an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires.
RXR Acquisition Corp. 625 RXR Plaza Uniondale, New York 11556Letter Agreement • February 19th, 2021 • RXR Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among RXR Acquisition Corp. (the “Company”) and RXR Acquisition Sponsor LLC (the “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”):
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 19th, 2022 • RXR Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 16, 2022, is made by and between RXR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RXR Acquisition Corp. 625 RXR Plaza Uniondale, New York 11556Letter Agreement • March 8th, 2021 • RXR Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among RXR Acquisition Corp. (the “Company”) and RXR Acquisition Sponsor LLC (the “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”):
