FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2021 • Activate Permanent Capital Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Activate Permanent Capital 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 into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2021 • Activate Permanent Capital Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Activate Permanent Capital Corporation, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 9th, 2021 • Activate Permanent Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Activate Permanent Capital Corp., a Delaware corporation (the “Company”), APCC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of 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 5.3 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF PUBLIC WARRANT AGREEMENT between ACTIVATE PERMANENT CAPITAL CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021Warrant Agreement • July 9th, 2021 • Activate Permanent Capital Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this Agreement”), dated as of [ ], 2021, is by and between Activate Permanent Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 9th, 2021 • Activate Permanent Capital Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Activate Permanent Capital Corp., a Delaware corporation (the “Company”), and APCC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • July 9th, 2021 • Activate Permanent Capital Corp. • Blank checks • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of March 22, 2021, is made and entered into by and between Activate Permanent Capital Corp., a Delaware corporation (the “Company”), and APCC Sponsor LLC, a Delaware limited liability company (the “Buyer”).
Activate Permanent Capital Corp.Letter Agreement • July 9th, 2021 • Activate Permanent Capital Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Activate Permanent Capital Corp., a Delaware corporation (the “Company”), BofA Securities, Inc. and Citigroup Global Markets, Inc., as representatives (each, a “Representative” and collectively, the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 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-third 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,
ACTIVATE PERMANENT CAPITAL CORP. (a Delaware corporation) 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 2021 • Activate Permanent Capital Corp. • Blank checks • New York
Activate Permanent Capital Corp. 50 California Street, Suite 680 San Francisco, CA 94111Activate Permanent Capital Corp. • July 9th, 2021 • Blank checks • New York
