INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 4th, 2021 • Big Sky Growth Partners, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 28, 2021, by and between Big Sky Growth Partners, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Big Sky Growth Partners, Inc. Seattle, Washington 98101Securities Subscription Agreement • February 26th, 2021 • Big Sky Growth Partners, Inc. • New York
This agreement (this “Agreement”) is entered into on February 19, 2021 by and between Big Sky Growth Partners, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Big Sky Growth Partners, Inc., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 4th, 2021 • Big Sky Growth Partners, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 28, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Big Sky Growth Partners, Inc., a Delaware corporation (the “Company”), and Big Sky Growth Partners, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • May 4th, 2021 • Big Sky Growth Partners, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 28, 2021, is by and between Big Sky Growth Partners, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • May 4th, 2021 • Big Sky Growth Partners, Inc. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2021, is made and entered into by and among Big Sky Growth Partners, Inc., a Delaware corporation (the “Company”), Big Sky Growth Partners, LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2021 • Big Sky Growth Partners, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2021 by and between Big Sky Growth Partners, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Big Sky Growth Partners, Inc. 30,000,000 Units Underwriting AgreementUnderwriting Agreement • May 4th, 2021 • Big Sky Growth Partners, Inc. • Blank checks • New York
Big Sky Growth Partners, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 2nd, 2021 • Big Sky Growth Partners, Inc. • 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 Big Sky Growth Partners, Inc., a Delaware corporation (the “Company”), and Big Sky Growth Partners, LLC, a Delaware limited liability company (the “Purchaser”).
Big Sky Growth Partners, Inc. Seattle, Washington 98101Underwriting Agreement • May 4th, 2021 • Big Sky Growth Partners, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Big Sky Growth Partners, Inc., a Delaware corporation (the “Company”) and Goldman Sachs & Co. LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below), including up to 4,500,000 Units that may be purchased to cover sales by the Under
