REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), Valor Latitude LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Valor Latitude Acquisition Corp. New York, NY 10022Underwriting Agreement • March 11th, 2021 • Valor Latitude 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 among Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), BofA Securities, Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 11th, 2021 • Valor Latitude 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, this “Agreement”), is entered into by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Valor Latitude LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks
This Securities Purchase Agreement (this “Agreement”), effective as of January 25, 2021, is made and entered into by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Clifford M. Sobel (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE ASSIGNMENT AGREEMENTSecurities Purchase Assignment Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This Securities Purchase Assignment Agreement (this “Agreement”), dated as of March 10, 2021, is made and entered into by and between Valor Latitude LLC, a Cayman Islands limited liability exempted company (the “Sponsor”) and Clifford M. Sobel (the “Initial Purchaser”).
VALOR LATITUDE ACQUISITION CORP. New York, NY 10022Administrative Services Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Valor Latitude Acquisition Corp. (the “Company”) and Valor Latitude LLC (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 Capital 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”):
PROMISSORY NOTE ASSIGNMENT AND ASSUMPTION AGREEMENTPromissory Note Assignment and Assumption Agreement • March 11th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
THIS PROMISSORY NOTE ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of March 10, 2021, by and among (i) Clifford M. Sobel (the “Assignor”); (ii) Valor Latitude LLC, a Cayman Islands limited liability company (the “Assignee”); and (iii) Valor Latitude Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”).
