Freestone Acquisition Corp 2021 McKinney Ave #1250 Dallas, TX 75201Securities Subscription Agreement • March 24th, 2021 • Freestone Acquisition Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on March 8, 2021 by and between Freestone Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Freestone 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 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 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 24th, 2021 • Freestone Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Freestone Acquisition Corp, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 24th, 2021 • Freestone 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 Freestone Acquisition Corp, a Cayman Islands exempted company (the “Company”), Freestone Sponsor 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”).
Freestone Acquisition Corp 2021 McKinney Ave. #1250 Dallas, Texas 75201Underwriting Agreement • March 24th, 2021 • Freestone 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 Freestone Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 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 Offeri
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 2021 • Freestone Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Freestone Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 24th, 2021 • Freestone 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 Freestone Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Freestone Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2021 • Freestone Acquisition Corp • Blank checks • New York
Freestone Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to sell 20,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-third of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,000,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
WARRANT AGREEMENT FREESTONE ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • May 14th, 2021 • Freestone Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Freestone Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
WARRANT AGREEMENT FREESTONE ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • July 23rd, 2021 • Freestone Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Freestone Acquisition Corp, a Cayman Islands exempted company, with offices at 2021 McKinney Ave. #1250 Dallas, Texas 75201 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FREESTONE ACQUISITION CORPOffice Space and Administrative Services Agreement • March 24th, 2021 • Freestone Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statements (the “Registration Statements”) for the initial public offering (the “IPO”) of the securities of Freestone Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statements) (such earlier date hereinafter referred to as the “Termination Date”), Freestone Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 2021 McKinney Ave. #1250 Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until th
