REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2021 • Cascadia Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2021, is made and entered into by and among Cascadia Acquisition Corp., a Delaware corporation (the “Company”), Cascadia Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party together with the Sponsor, the Anchor Investors 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”).
UNDERWRITING AGREEMENT between CASCADIA ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: August 25, 2021Underwriting Agreement • August 31st, 2021 • Cascadia Acquisition Corp. • Blank checks • New York
The undersigned, Cascadia Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
WARRANT AGREEMENTWarrant Agreement • August 31st, 2021 • Cascadia Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 25, 2021, is by and between Cascadia Acquisition Corp., a Delaware corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 5th, 2021 • Cascadia Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Cascadia Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Cascadia Acquisition Corp. Seattle, Washington 98104Cascadia Acquisition Corp. • August 5th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 16, 2021 by and between Cascadia Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Cascadia 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 4,312,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 562,500 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:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 5th, 2021 • Cascadia Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Cascadia Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 5th, 2021 • Cascadia Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Cascadia Acquisition Corp., a Delaware corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • August 31st, 2021 • Cascadia Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 25, 2021, by and between Cascadia Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 31st, 2021 • Cascadia Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 25, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Cascadia Acquisition Corp., a Delaware corporation (the “Company”), and Cascadia Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Re: Initial Public OfferingLetter Agreement • August 5th, 2021 • Cascadia Acquisition Corp. • 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 between Cascadia Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 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 “Class A Common Stock”), and one-half 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 bel
Cascadia Acquisition Corp. Seattle, Washington 98104Letter Agreement • August 31st, 2021 • Cascadia Acquisition Corp. • 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 between Cascadia Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 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 “Class A Common Stock”), and one-half 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 bel
CASCADIA ACQUISITION CORP. Seattle, WA 98104Cascadia Acquisition Corp. • August 5th, 2021 • Blank checks • Washington
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 6th, 2023 • Cascadia Acquisition Corp. • Blank checks
This Sponsor Letter Agreement (this “Sponsor Letter Agreement”) is dated as of February 5, 2023, by and among Cascadia Acquisition Corp., a Delaware corporation (“Cascadia”), the persons set forth on Schedule I to this Sponsor Letter Agreement (the “Support Parties”), and RealWear, Inc., a Washington corporation (the “Company”). Cascadia, the Support Parties and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CASCADIA ACQUISITION CORP. Seattle, WA 98104Cascadia Acquisition Corp. • August 31st, 2021 • Blank checks • Washington
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • February 6th, 2023 • Cascadia Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is dated as of February 5, 2023, by and between Cascadia Acquisition Corp., a Delaware corporation (“Cascadia”), and the Persons set forth on Schedule A (each, a “Shareholder” and, collectively, the “Shareholders”). Each of Cascadia and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • February 6th, 2023 • Cascadia Acquisition Corp. • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”), dated as of February 5, 2023, is among Cascadia Acquisition Corp., a Delaware corporation (the “Company”), and the other parties hereto identified as a “Holder” on the signature pages and Schedule A hereto (each, a “Holder” and collectively, the “Holders”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG CASCADIA ACQUISITION CORP., CAC MERGERSUB, INC. AND REALWEAR, INC. DATED AS OF FEBRUARY 5, 2023Business Combination Agreement • February 6th, 2023 • Cascadia Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 5, 2023, is made by and among Cascadia Acquisition Corp., a Delaware corporation (“Cascadia”), CAC MergerSub, Inc., a Washington corporation (“Merger Sub”), and RealWear, Inc., a Washington corporation (the “Company” and collectively with Cascadia and Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
INVESTMENT AGREEMENTInvestment Agreement • August 5th, 2021 • Cascadia Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of , 2021, is by and among (i) CASCADIA ACQUISITION CORP., a Delaware corporation (the “SPAC”), (ii) CASCADIA ACQUISITION SPONSOR LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the investor(s) listed on the signature page(s) hereto (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder.
