Galliot Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 (415) 780-9975 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 26th, 2021 • Galliot Acquisition Corp. • 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 among Galliot Acquisition Corp., a Delaware corporation (the “Company”) and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore Group L.L.C. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-sixth 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 p
GALLIOT ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of ______, 2021Warrant Agreement • March 26th, 2021 • Galliot Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2021 is by and between Galliot Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification & Liability • March 26th, 2021 • Galliot Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021 by and between Galliot Acquisition Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2021 • Galliot Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2021, is made and entered into by and among Galliot Acquisition Corp., a Delaware corporation (the “Company”), Galliot Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 26th, 2021 • Galliot Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of __________, 2021, by and between Galliot Acquisition Corp., a Delaware corporation (the “Company”), and the purchaser named on the signature page hereto (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 26th, 2021 • Galliot Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ________, 2021 (this “Agreement”), is entered into by and between Galliot Acquisition Corp., a Delaware corporation (the “Company”), and Galliot Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • Galliot Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ________, 2021 by and between Galliot Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
25,000,000 Units GALLIOT Acquisition Corp. Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-sixth of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • Galliot Acquisition Corp. • Blank checks • New York
