NAAC Holdco, Inc. Sample Contracts

Standard Contracts

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2021 • NAAC Holdco, Inc. • Blank checks • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [󠄛●], 2022, is made and entered into by and among NAAC Holdco, Inc., a Delaware corporation, (the “Company”), NAAC Sponsor LP, a Delaware limited partnership (the “Sponsor”), and each of the undersigned parties listed under “Holders” 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 6.2 or Section 6.10 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein shall have the meanings provided in the Business Combination Agreement (as defined below).

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TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • December 20th, 2021 • NAAC Holdco, Inc. • Blank checks

Now, therefore, in consideration of the foregoing and of the mutual covenants and agreements contained herein and in the BCA, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

FORM OF STOCKHOLDERS AGREEMENT
Stockholders Agreement • December 20th, 2021 • NAAC Holdco, Inc. • Blank checks

THIS STOCKHOLDERS AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Stockholders Agreement”), dated as of [●], 2022, is made by and among (i) NAAC Holdco, Inc., a Delaware corporation (“New Holdco”); (ii) BICS SA, a Belgian limited liability company (société anonyme) (“Seller”); (iii) NAAC Sponsor LP, a Delaware series limited partnership (the “Sponsor”) and (iv) SFPI SA d’intérêt public / FPIM NV van openbaar nut, a limited liability company of public interest organized and existing under the laws of Belgium (“FPIM”). Each of New Holdco, Seller, Sponsor and FPIM may be referred to herein as a “Party” and collectively as the “Parties”.

RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT
Research and Development Collaboration Agreement • March 21st, 2022 • NAAC Holdco, Inc. • Communications services, nec

Now, therefore, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and subject to the Condition Precedent, the Parties agree as follows:

Contract
Employment Agreement • March 21st, 2022 • NAAC Holdco, Inc. • Communications services, nec • California
Reseller Master Services Agreement
Reseller Master Services Agreement • March 21st, 2022 • NAAC Holdco, Inc. • Communications services, nec

This RESELLER MASTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date by and between TeleSign and Channel Partner (each as defined below).

Contract
Treasury Services Agreement • March 21st, 2022 • NAAC Holdco, Inc. • Communications services, nec • Brussels

Between TeleSign Corporation, a California corporation having its registered office at 13274Fiji Way Suite 600, Marina del Rey, CA 90292, U.S.A., with entity number C2716106.

AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT
Business Combination Agreement • March 21st, 2022 • NAAC Holdco, Inc. • Communications services, nec • Delaware

This AMENDMENT NO. 1, dated as of March 14, 2022 (this “Amendment”), to the Business Combination Agreement, dated December 16, 2021 (the “Agreement”), by and among BICS SA, a Belgian limited liability company (société anonyme), TORINO HOLDING CORP., a Delaware corporation, NORTH ATLANTIC ACQUISITION CORPORATION, a Cayman Islands exempted company, NORTH ATLANTIC ACQUISITION, LLC, a Delaware limited liability company, and NAAC HOLDCO, INC., a Delaware corporation. Unless otherwise defined herein, capitalized terms used herein are defined in the Agreement.

Business Combination Agreement Dated December 16, 2021 by and among BICS SA, TORINO HOLDING CORP., NORTH ATLANTIC ACQUISITION CORPORATION, NORTH ATLANTIC ACQUISITION, LLC, and NAAC HOLDCO, INC.
Business Combination Agreement • December 20th, 2021 • NAAC Holdco, Inc. • Blank checks • Delaware

Whereas, as of the date of this Agreement, SPAC owns all of the issued and outstanding common shares of New Holdco, par value $0.01 per share (“New Holdco Common Stock”);

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