Skydeck Acquisition Corp. 400 Unicorn Park Drive Woburn, Massachusetts, 01801 February 12, 2021Securities Subscription Agreement • March 16th, 2021 • Skydeck Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on February 12, 2021 by and between Full House Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Skydeck Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation 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 25th, 2021 • Skydeck Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Skydeck Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 25th, 2021 • Skydeck Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of , 2021, is entered into by and between Skydeck Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Skydeck Management LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT SKYDECK ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • May 5th, 2021 • Skydeck Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Skydeck Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 25th, 2021 • Skydeck Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Skydeck Acquisition Corp., a Cayman Islands exempted company (the “Company”), Skydeck Management 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Skydeck Acquisition Corp. Providence, Rhode Island 02903 Re:Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 25th, 2021 • Skydeck 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”) entered into by and among Skydeck Acquisition Corp., a Cayman Islands exempted company (the “Company”), JP Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offerin
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 9th, 2021 • Skydeck Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of , 2021, is entered into by and between Skydeck Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Skydeck Management LLC, a Delaware limited liability company (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 9th, 2021 • Skydeck Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and among Skydeck Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2021 • Skydeck Acquisition Corp. • Blank checks • New York
Skydeck Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representatives” as used herein shall mean you, as Underwriters.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • Skydeck Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Skydeck Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
