REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2021 • Atlas Crest Investment Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Atlas Crest Investment Corp. III, a Delaware corporation (the “Company”), Atlas Crest Investment III-A LLC and Atlas Crest Investment III-B LLC, each a Delaware limited liability company (together, 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”).
ATLAS CREST INVESTMENT CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2021 • Atlas Crest Investment Corp. III • Blank checks • New York
The undersigned, Atlas Crest Investment Corp. III, 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:
ACI Corp. 3 New York, New York 10022Atlas Crest Investment Corp. III • April 8th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 16, 2021 by and between CAA 3 LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ACI Corp. 3, 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 17,250,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 2,250,000 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:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 8th, 2021 • Atlas Crest Investment Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Atlas Crest Investment Corp. III, a Delaware corporation (the “Company”), and _______ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 8th, 2021 • Atlas Crest Investment Corp. III • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Atlas Crest Investment Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $______ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • April 8th, 2021 • Atlas Crest Investment Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Atlas Crest Investment Corp. III, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 8th, 2021 • Atlas Crest Investment Corp. III • 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 Atlas Crest Investment Corp. III, a Delaware corporation (the “Company”), Atlas Crest Investment III-A LLC and Atlas Crest Investment III-B LLC, each a Delaware limited liability company (together, the “Purchaser”).
Cantor Fitzgerald & Co. New York, New York 10022Atlas Crest Investment Corp. III • April 8th, 2021 • Blank checks • New York
This is to confirm our agreement whereby Atlas Crest Investment Corp. III, a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (“Cantor”) and Moelis & Company LLC (“Moelis”, together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-253768) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
ATLAS CREST INVESTMENT CORP. III 399 Park Avenue New York, NY 10022Atlas Crest Investment Corp. III • April 8th, 2021 • Blank checks • New York
Re: Initial Public OfferingLetter Agreement • April 8th, 2021 • Atlas Crest Investment Corp. III • 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 Atlas Crest Investment Corp. III, 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 69,000,000 of the Company’s units (including up to 9,000,000 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-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 def
