KNIGHTSWAN ACQUISITION CORPORATIONSecurities Subscription Agreement • December 9th, 2021 • KnightSwan Acquisiton Corp • Blank checks • New York
We are pleased to accept the offer KnightSwan Sponsor LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-Allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding the Shares, are as follows:
INDEMNITY AGREEMENTIndemnification Agreement • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and S. Leslie Ireland (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification & Liability • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Dawn Meyerriecks (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
20,000,000 Units Underwriting AgreementUnderwriting Agreement • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks • New York
KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
KNIGHTSWAN ACQUISITION CORPORATION Bradenton, Florida 34210Securities Subscription Agreement • January 14th, 2022 • KnightSwan Acquisition Corp • Blank checks • New York
We are pleased to accept the offer KnightSwan Sponsor LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-Allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding the Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), KnightSwan Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed as Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and, collectively, the “Holders”).
KNIGHTSWAN ACQUISITION CORPORATION New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks
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 KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and RBC Capital Markets, LLC, as underwriter (the “Underwriter” ), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 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 Prosp
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • July 19th, 2023 • KnightSwan Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of July [ ], 2023 by and among KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), KnightSwan Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and KnightSwan Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
KNIGHTSWAN ACQUISITION CORPORATION New York, NY 10005Administrative Services Agreement • January 26th, 2022 • KnightSwan Acquisition Corp • Blank checks • New York
This letter agreement is entered into by and between KnightSwan Acquisition Corporation (the “Company”), and KnightSwan Sponsor LLC (the “Services Provider”) on the date first set forth above.
