REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2021, is made and entered into by and among Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), Valor Latitude LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of 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”).
Valor Latitude Acquisition Corp. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc. and BofA Securities, Inc. are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, each as an Underwriter, and the term Underwriter shall mean either the singular or plural a
INDEMNITY AGREEMENTIndemnification Agreement • May 6th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 3, 2021, by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Linda Rottenberg (“Indemnitee”).
Valor Latitude Acquisition Corp. New York, NY 10022Underwriting Agreement • May 6th, 2021 • Valor Latitude 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 Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), BofA Securities, Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • May 6th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 3, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Valor Latitude LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • May 6th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 3, 2021, is by and between Valor Latitude Acquisition Corp., 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,” and also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks
This Securities Purchase Agreement (this “Agreement”), effective as of January 25, 2021, is made and entered into by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Clifford M. Sobel (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 6th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 3, 2021 by and between Valor Latitude Acquisition Corp., 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 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 25th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March [●], 2021, by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Phoenix SPAC Holdco LLC (“Purchaser”).
AMENDING AGREEMENT RE: PROMISSORY NOTEPromissory Note Amendment • February 28th, 2023 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS AMENDING AGREEMENT is made as of February 28, 2023 (the “Effective Date”) among Valor Latitude Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”) and Valor Latitude LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”).
SECURITIES PURCHASE ASSIGNMENT AGREEMENTSecurities Purchase Assignment Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This Securities Purchase Assignment Agreement (this “Agreement”), dated as of March 10, 2021, is made and entered into by and between Valor Latitude LLC, a Cayman Islands limited liability exempted company (the “Sponsor”) and Clifford M. Sobel (the “Initial Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 25th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of March [●], 2021 between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), Valor Latitude LLC, a Cayman Islands limited liability company (the “Sponsor”) and Phoenix SPAC Holdco LLC (“Purchaser”).
VALOR LATITUDE ACQUISITION CORP. New York, NY 10022Administrative Services Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Valor Latitude Acquisition Corp. (the “Company”) and Valor Latitude 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”):
VALOR LATITUDE ACQUISITION CORP. New York, NY 10022Administrative Services Agreement • May 6th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Valor Latitude Acquisition Corp. (the “Company”) and Valor Latitude 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”):
PROMISSORY NOTE ASSIGNMENT AND ASSUMPTION AGREEMENTPromissory Note Assignment and Assumption Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS PROMISSORY NOTE ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of March 10, 2021, by and among (i) Clifford M. Sobel (the “Assignor”); (ii) Valor Latitude LLC, a Cayman Islands limited liability company (the “Assignee”); and (iii) Valor Latitude Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”).
