WARRANT AGREEMENTWarrant Agreement • December 20th, 2021 • Henley Park Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [•], 2021 between Henley Park Acquisition Corp., a Delaware corporation, with offices at 1900 M St. NW, Suite 300, Washington, DC 20036 (“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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2021 • Henley Park Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Henley Park Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
HENLEY PARK ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2021 • Henley Park Acquisition Corp. • Blank checks • New York
Henley Park Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim” or the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • December 20th, 2021 • Henley Park Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__________], 2021, by and between Henley Park Acquisition Corp., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • Henley Park Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [________], 2021, is made and entered into by and among Henley Park Acquisition Corp., a Delaware corporation (the “Company”), Henley Park Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature pages hereto (each such party, and 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”).
Henley Park Acquisition Corp. Washington, DC 20036Securities Subscription Agreement • December 20th, 2021 • Henley Park Acquisition Corp. • Blank checks • Delaware
Henley Park Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by Henley Park Sponsor Group I LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,031,250 shares (the “Shares”) of Class B common stock of the Company, par value $0.0001 per share, up to 656,250 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Class A common stock of the Company, par value $0.0001 per share and one, or a portion of one, warrant to purchase one share of Class A common stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Henley Park Acquisition Corp. Washington, DC 20036Underwriting Agreement • December 20th, 2021 • Henley Park Acquisition Corp. • 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 Henley Park Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 17,500,000 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 “Class A Common Stock”), and three-fourth of one redeemable warrant. Each whole warrant (each, a “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 Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and pro
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 20th, 2021 • Henley Park Acquisition Corp. • 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 Henley Park Acquisition Corp., a Delaware corporation (the “Company”), and Henley Park Sponsor Group I LLC, a Delaware limited liability company (the “Purchaser”).
Henley Park Acquisition Corp. Washington, DC 20036Administrative Services Agreement • December 20th, 2021 • Henley Park Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”), entered into by and between Henley Park Acquisition Corp. (the “Company”) and Henley Park Sponsor Group I LLC (the “Sponsor”), will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (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”):
