15,000,000 Units ARMADA ACQUISITION CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
Armada Acquisition Corp. I, a Delaware corporation (the “Company”), hereby confirms its agreement with Northland Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
This agreement is made as of [ ], 2021 between Armada Acquisition Corp. I, a Delaware corporation, with offices at 2005 Market Street, Suite 3120, Philadelphia, PA 19103 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
ARMADA ACQUISITION CORP. I Philadelphia, PA 19103Armada Acquisition Corp. I • July 2nd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 8, 2021 by and between Armada Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Armada Acquisition Corp. I, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of common stock, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2021, by and among Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
This Agreement is made as of [ ], 2021 by and between Armada Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (“Agreement”), by and among ARMADA ACQUISITION CORP. I, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
Armada Acquisition Corp. I Philadelphia, PA 19103 Northland Securities, Inc. New York, NY 10017Underwriting Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Northland Securities, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
Northland Securities, Inc. Minneapolis, MN 55402Armada Acquisition Corp. I • July 2nd, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Armada Acquisition Corp. I, a Delaware corporation (“Company”), has requested Northland Securities, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-______) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
This Agreement, made and entered into effective as of [ ], 2021 (“Agreement”), by and between Armada Acquisition Corp. I, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 2nd, 2021 • Armada Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [___], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Armada Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Armada Acquisition Corp. IArmada Acquisition Corp. I • July 2nd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Armada Acquisition Corp. I (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Armada Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 2005 Market Street, Suite 3120, Philadelphia, PA 19103 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor he
