Bilander Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
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 Bilander 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 17,250,000 of the Company’s units (including up to 2,250,000 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-fourth 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
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among Bilander Acquisition Corp., a Delaware corporation (together with any successor thereof, the “Company”), Bilander 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 7.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (this “Agreement”), is entered into by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and Bilander Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
BILANDER ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of July 15, 2021Warrant Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2021 is by and between Bilander 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2021 • Bilander Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 15, 2021 by and between Bilander Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
ContractBilander Acquisition Corp. • July 20th, 2021 • Blank checks • New York
15,000,000 Units BILANDER Acquisition Corp. Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one warrant UNDERWRITING AGREEMENT
