REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 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”).
Valor Latitude Acquisition Corp. [20,000,000] Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc. and BofA Securities, Inc. are acting as Representatives (the “Representatives”), an aggregate of [20,000,000] units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to [3,000,000] 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 Representatives as used herein shall mean you, each as an Underwriter, and the term Underwriter shall mean either the singular or plur
Valor Latitude Acquisition Corp. New York, NY 10022Underwriting Agreement • March 25th, 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-third 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 25th, 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 25th, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 25th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March [●], 2021, by and between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Phoenix SPAC Holdco LLC (“Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 25th, 2021 • Valor Latitude Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of March [●], 2021 between Valor Latitude Acquisition Corp., a Cayman Islands exempted company (the “Company”), Valor Latitude LLC, a Cayman Islands limited liability company (the “Sponsor”) and Phoenix SPAC Holdco LLC (“Purchaser”).
