Four Embarcadero Center Suite 2100 San Francisco, CA 94111Securities Subscription Agreement • February 23rd, 2021 • Bilander Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into on February 11, 2021 by and between Bilander Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Bilander Acquisition 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, of the Company (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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2021, is made and entered into by and among Bilander Acquisition Corp., a Delaware corporation (the “Company”), Bilander Holdings, 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Bilander Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 20th, 2021 • Bilander 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”) to be entered into by and among Bilander Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 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 “Common Stock”), and one-fourth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and
INDEMNITY AGREEMENTIndemnification Agreement • March 26th, 2021 • Bilander Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021 by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among Bilander Acquisition Corp., a Delaware corporation (together with any successor thereof, the “Company”), Bilander Holdings, 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 7.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 7th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of __________, 2021, by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and the purchaser named on the signature page hereto (the “Purchaser”).
ContractUnderwriting Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
15,000,000 Units BILANDER Acquisition Corp. Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one warrant UNDERWRITING AGREEMENT
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 26th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ________, 2021 (this “Agreement”), is entered into by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and Bilander Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (this “Agreement”), is entered into by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and Bilander Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
BILANDER ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of July 15, 2021Warrant Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2021 is by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 15, 2021 by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
15,000,000 Units BILANDER Acquisition Corp. Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
Bilander Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111Underwriting Agreement • July 7th, 2021 • Bilander Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Bilander Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 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 “Common Stock”), and one-fourth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and
CONSULTING AGREEMENTConsulting Agreement • August 31st, 2021 • Bilander Acquisition Corp. • Blank checks • Delaware
This Consulting Agreement (this “Agreement”), dated as of August 28, 2021, is entered into by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and Shipyard Advisors, L.P. (“Consultant”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
