25,000,000 Units Figure Acquisition Corp. I UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2021 • Figure Acquisition Corp. I • Blank checks • New York
Figure Acquisition Corp. I, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters listed in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 25,000,000 units (the “Units”) of the Company (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
WARRANT AGREEMENTWarrant Agreement • February 3rd, 2021 • Figure Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Figure Acquisition Corp. I, 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”).
Figure Acquisition Corp. I San Francisco, CA 94108Securities Subscription Agreement • February 3rd, 2021 • Figure Acquisition Corp. I • Blank checks • New York
We are pleased to accept the offer Fintech Acquisition LLC (the “Subscriber” or “you”) has made to purchase 3,194,444 shares of Class B common stock (the “B Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), and 9,126,984 shares of Class L common stock (the “L Shares,” and together with the B Shares, the “Shares”), $0.0001 par value per share, up to 416,667 B Shares and 1,190,476 L Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Figure Acquisition Corp. I, 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 and the Subscriber’s agreements regarding such Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2021 • Figure Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • February 3rd, 2021 • Figure Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Figure Acquisition Corp. I, a Delaware corporation (the “Company”), Fintech Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the other 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 3rd, 2021 • Figure Acquisition Corp. I • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [●], 2021, is entered into by and among Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Fintech Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
Figure Acquisition Corp. I 650 California Street, Suite 2700 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 3rd, 2021 • Figure Acquisition Corp. I • 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 between Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 28,500,000 of the Company’s units (including up to 3,750,000 units that may be purchased by the Underwriter to cover over-allotments, if any) (the “Units”), each comprising one share of the Company’s Class A common stock, par value $0.01 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, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”), file
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2021 • Figure Acquisition Corp. I • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [●] day of [●], 2021, by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
