McLaren Technology Acquisition Corp. 17,500,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
McLaren Technology Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you are acting as Representative (the “Representative”), an aggregate of 17,500,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,625,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreem
WARRANT AGREEMENTWarrant Agreement • November 5th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 2, 2021, is by and between McLaren Technology 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 3rd, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
McLaren Technology Acquisition Corp. Irvine, CA 92612Securities Subscription Agreement • September 3rd, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 9, 2021 by and between McLaren Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and McLaren Technology 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 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 • November 5th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 2, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between McLaren Technology Acquisition Corp., a Delaware corporation (the “Company”), and McLaren Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made and entered into by and among McLaren Technology Acquisition Corp., a Delaware corporation (the “Company”), McLaren Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each other person or entity identified on the signature page hereto as a “Holder” (each such person or entity, the Sponsor, together with 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”).
November 2, 2021 McLaren Technology Acquisition Corp. Irvine, California 92612Underwriting Agreement • November 5th, 2021 • McLaren Technology 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 McLaren Technology Acquisition Corp., a Delaware corporation (the “Company”), and Mizuho Securities USA 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 20,125,000 of the Company’s units (including up to 2,625,000 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 “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between McLaren Technology Acquisition Corp. (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.
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 3rd, 2021 • McLaren Technology Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ______, 2021, by and between McLaren Technology Acquisition Corp., a Delaware corporation (the “Company”), and _______ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 5th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between McLaren Technology Acquisition Corp. (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.
INVESTMENT AGREEMENTInvestment Agreement • September 3rd, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of _____2021, is by and among (i) McLaren Technology Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) McLaren Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the investors listed on the signature pages 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.
McLaren Technology Acquisition Corp.Administrative Support Agreement • November 5th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
This letter agreement by and between McLaren Technology Acquisition Corp. (the “Company”) and McLaren Technology Acquisition Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
CANCELLATION AGREEMENTCancellation Agreement • October 20th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
This Cancellation Agreement (this “Agreement”) is made effective as of June 23, 2021, by and between McLaren Technology Acquisition Corp., a Delaware corporation (the “Company”), and McLaren Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Holder”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 5th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 2, 2021, by and between McLaren Technology Acquisition Corp., a Delaware corporation (the “Company”), and Mizuho Securities USA LLC (the “Subscriber”).
CANCELLATION AGREEMENTCancellation Agreement • October 20th, 2021 • McLaren Technology Acquisition Corp. • Blank checks • New York
This Cancellation Agreement (this “Agreement”) is made effective as of October 1, 2021, by and between McLaren Technology Acquisition Corp., a Delaware corporation (the “Company”), and McLaren Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Holder”).
