WARRANT AGREEMENTWarrant Agreement • January 6th, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Signal Hill Acquisition Corp., a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 6th, 2022 • Signal Hill Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between Signal Hill Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
10,000,000 Units1 Signal Hill Acquisition Corp. UNDERWRITING AGREEMENTSignal Hill Acquisition Corp. • February 3rd, 2022 • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • January 6th, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Signal Hill Acquisition Corp., a Delaware corporation (the “Company”), Signal Hill Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (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”).
ContractSignal Hill Acquisition Corp. • January 6th, 2022 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Signal Hill Acquisition Corp., a Delaware corporation (“Company”), has requested B. Riley Securities, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-______________) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Signal Hill Acquisition Corp. Wilmington, DE 19802-4447Securities Subscription Agreement • January 6th, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York
This securities subscription agreement (the “Agreement”) is entered into on March 31, 2021 by and between Signal Hill Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Signal Hill 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 3,000,000 shares of the Company’s Class B Common Stock, $0.0001 par value per share (the “Shares”), of which, up to 392,000 Shares of are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) 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 INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT IS MADE EFFECTIVE AS OF [ ], 2022 (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THIS “AGREEMENT”), BY AND BETWEEN SIGNAL HILL ACQUISITION CORP., A DELAWARE CORPORATION (THE “COMPANY”), AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY (THE “TRUSTEE”).
SIGNAL HILL ACQUISITION CORP. Wilmington, DE 19802-4447 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 3rd, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Signal Hill Acquisition Corp., a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as underwriter (the “Underwriter” ), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), and one-half of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public 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 Prospectu
Signal Hill Acquisition Corp. Wilmington, DE 19802-4447Signal Hill Acquisition Corp. • January 6th, 2022 • Blank checks • New York
This securities subscription agreement (the “Agreement”) is entered into on the date set forth above by and between the purchaser set forth on the signature page hereto (the “Subscriber” or “you”) and Signal Hill 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 _______ shares of the Company’s Class B Common Stock, $0.0001 par value per share (the “Shares”). In addition, pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase, on the terms hereof, _______ warrants (the “Warrants”, and together with the Shares, the “Securities”), each to purchase one Share at an initial exercise price of $11.50 per Warrant. The Warrants shall have the terms set forth in the warrant agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, in connection with the IPO (defi
PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • January 6th, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT AGREEMENT (this “Agreement”) is made as of the [___]th day of [___] 2022, by and among Signal Hill Acquisition Corporation, a Delaware corporation (the “Company”), Signal Hill Sponsor LLC (the “Sponsor”), and B. Riley Securities, Inc. (the “Subscriber”).
AMENDED AND RESTATED SPONSOR PRIVATE PLACEMENT AGREEMENTSponsor Private Placement Agreement • February 23rd, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED SPONSOR PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of February 18, 2022, is made and entered into by and among Signal Hill Acquisition Corp., a Delaware corporation (the “Company”), and Signal Hill Acquisition Sponsor, LLC, as well as Paul Roberts, manager of the Sponsor and Chairman of the board of directors of the Company (collectively, the “Sponsors”). The parties hereby designate B. Riley Securities, Inc. as third-party beneficiary of this Agreement
ContractSignal Hill Acquisition Corp. • January 6th, 2022 • Blank checks • New York
This is to confirm our agreement whereby Signal Hill Acquisition Corp., a Delaware corporation (“Company”), has requested B. Riley Securities, Inc. (“B. Riley” or the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting 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. ___________) filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SIGNAL HILL ACQUISITION CORP. Wilmington, DE 19802-4447Letter Agreement • January 6th, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Signal Hill Acquisition Corp. (the “Company”) and Signal Hill Acquisition Sponsor (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”):
FORFEITURE AGREEMENTForfeiture Agreement • February 23rd, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York
This FORFEITURE AGREEMENT (this “Agreement”), dated as of February 15, 2022, is made by and between Signal Hill Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Signal Hill Acquisition Corp., a Delaware corporation (the “Company”). The Sponsor and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • July 2nd, 2021 • Signal Hill Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO SECURITIES SUBSCRIPTION AGREEMENT (the “Amendment”) is made as of March 31, 2021, by and between Signal Hill Acquisition Sponsor, LLC (“Subscriber”), and the Signal Hill Acquisition Corp., a Delaware corporation (the “Company”).
