25,000,000 Class A Ordinary Shares JAWS Wildcat Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks • New York
Jaws Wildcat Acquisition Corporation 1601 Washington Avenue, Suite 800 Miami Beach, FL 33139Securities Subscription Agreement • March 19th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on January 19, 2021 by and between Wildcat Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Jaws Wildcat Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) 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:
INDEMNITY AGREEMENTIndemnity Agreement • March 19th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Jaws Wildcat Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • April 27th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among JAWS Wildcat Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Wildcat Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
JAWS Wildcat Acquisition Corporation Miami Beach, FL 33139Underwriting Agreement • April 27th, 2021 • Jaws Wildcat 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 JAWS Wildcat Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), including up to 3,750,000 Ordinary Shares that may be purchased to cover over-allotments, if any. Such Ordinary Shares 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. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 her
WARRANT AGREEMENT JAWS WILDCAT ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • March 19th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Jaws Wildcat Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 19th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Jaws Wildcat Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wildcat Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 27th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between JAWS Wildcat Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 19th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Jaws Wildcat Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 27th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between JAWS Wildcat Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wildcat Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
JAWS WILDCAT ACQUISITION CORPORATION 1601 Washington Avenue, Suite 800, Miami Beach, FL 33139Office Space and Administrative Services Agreement • March 19th, 2021 • Jaws Wildcat Acquisition Corp • Blank checks
