25,000,000 Units Motor City Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2021 • Motor City Acquisition Corp. • Blank checks • New York
Motor City Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you (the “Representatives”) are acting as representatives, an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an aggregate of 3,750,000 additional units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, 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, as Underwriter, and the term Underwriters shall refer to the sin
Motor City Acquisition Corp. 44225 Utica Road Utica, MI 48317Motor City Acquisition Corp. • March 3rd, 2021 • New York
This agreement (this “Agreement”) is entered into on February 12, 2021, by and between WSMC Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Motor City Acquisition Corp, a Delaware Corporation (the “Company”). 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 (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:
INDEMNITY AGREEMENTIndemnity Agreement • March 31st, 2021 • Motor City Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between Motor City Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 31st, 2021 • Motor City Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [________], 2021, is by and between Motor City Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 31st, 2021 • Motor City Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT is entered into as of [ ], 2021, by Motor City Acquisition Corp., a Delaware corporation (the “Company”), and WSMC Holdings LLC, a Delaware limited liability company (the “Sponsor” and, together with 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 31st, 2021 • Motor City Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Motor City Acquisition Corp., a Delaware corporation (the “Company”), and WSMC Holdings LLC, a Delaware limited liability company (the “Purchaser”).
MOTOR CITY ACQUISITION CORP. 44225 Utica Road Utica, Michigan 48317Letter Agreement • March 31st, 2021 • Motor City Acquisition Corp. • Blank checks • New York
This letter agreement by and between Motor City Acquisition Corp. (the “Company”) and WSMC Holdings LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-253842) (the “Registration Statement”) is declared effective (the “Effective Date”) 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”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 31st, 2021 • Motor City Acquisition Corp. • Blank checks • New York
Motor City Acquisition Corp. 44225 Utica Road Utica, Michigan 48317 Attention: Eric S. Singer Re: Initial Public Offering Ladies and Gentlemen:Motor City Acquisition Corp. • March 31st, 2021 • Blank checks • New York
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Motor City Acquisition Corp., a Delaware corporation (the “Company”) and Deutsche Bank Securities Inc. and Morgan Stanley & Co, LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of up to 28,750,000 the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one share of Class A Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 9 hereof.
