Galliot Acquisition Corp. Sample Contracts

Four Embarcadero Center Suite 2100 San Francisco, CA 94111
Galliot Acquisition Corp. • February 23rd, 2021 • New York

This agreement (the “Agreement”) is entered into on February 11, 2021 by and between Galliot Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Galliot 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:

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Galliot Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 (415) 780-9975 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • July 7th, 2021 • Galliot 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 Galliot 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 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 “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

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GALLIOT ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of ______, 2021
Warrant Agreement • June 29th, 2021 • Galliot Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2021 is by and between Galliot 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”).

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INDEMNITY AGREEMENT
Indemnity Agreement • March 26th, 2021 • Galliot Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021 by and between Galliot Acquisition Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).

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REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
Registration and Stockholder Rights Agreement • April 30th, 2021 • Galliot Acquisition Corp. • Blank checks • New York

THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2021, is made and entered into by and among Galliot Acquisition Corp., a Delaware corporation (together with any successor thereof, the “Company”), Galliot 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 26th, 2021 • Galliot Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2021, is made and entered into by and among Galliot Acquisition Corp., a Delaware corporation (the “Company”), Galliot 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”).

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FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • July 7th, 2021 • Galliot Acquisition Corp. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of __________, 2021, by and between Galliot Acquisition Corp., a Delaware corporation (the “Company”), and the purchaser named on the signature page hereto (the “Purchaser”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement • July 7th, 2021 • Galliot Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ________, 2021 (this “Agreement”), is entered into by and between Galliot Acquisition Corp., a Delaware corporation (the “Company”), and Galliot Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

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Galliot Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 (415) 780-9975 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • April 30th, 2021 • Galliot 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 Galliot 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 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 “Common Stock”), and one-sixth 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 p

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 7th, 2021 • Galliot Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ________, 2021 by and between Galliot Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

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25,000,000 Units GALLIOT 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
Galliot Acquisition Corp. • July 7th, 2021 • Blank checks • New York
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