REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2021 • Guggenheim Special Purpose Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [•], 2021 is made and entered into by and among Guggenheim Special Purpose Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Guggenheim Partners Holdings, LLC, a Delaware 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”).
Guggenheim Special Purpose Acquisition Corp. I 50,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • Guggenheim Special Purpose Acquisition Corp. I • Blank checks • New York
Guggenheim Special Purpose Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 50,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 7,500,000 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 Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwis
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 26th, 2021 • Guggenheim Special Purpose Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Guggenheim Special Purpose Acquisition Corp. I., a Cayman Islands exempted company (the “Company”), and Guggenheim Partners Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 26th, 2021 • Guggenheim Special Purpose Acquisition Corp. I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March [•], 2021, by and between GUGGENHEIM SPECIAL PURPOSE ACQUISITION CORP. I, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Guggenheim Special Purpose Acquisition Corp.I Chicago, IL 60606Underwriting Agreement • March 26th, 2021 • Guggenheim Special Purpose Acquisition Corp. I • 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 Guggenheim Special Purpose Acquisition Corp. I., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 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
WARRANT AGREEMENTWarrant Agreement • March 26th, 2021 • Guggenheim Special Purpose Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March [●], 2021, is by and between Guggenheim Special Purpose Acquisition Corp. I, 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 26th, 2021 • Guggenheim Special Purpose Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [•], 2021 by and between Guggenheim Special Purpose Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2021 • Guggenheim Special Purpose Acquisition Corp. I • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of January 25, 2021, is made and entered into by and between Guggenheim Special Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Guggenheim Partners Holdings, LLC, a Delaware limited liability company (the “Buyer”).
GUGGENHEIM SPECIAL PURPOSE ACQUISITION CORP. I Chicago, IL 60606Administrative Services Agreement • March 26th, 2021 • Guggenheim Special Purpose Acquisition Corp. I • Blank checks • New York
This letter agreement (this “Agreement”) by and between Guggenheim Special Purpose Acquisition Corp. I. (the “Company”) and Guggenheim Partners Holdings, 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 New York Stock Exchange (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”):
