15,000,000 Units ARMADA ACQUISITION CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 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:
ARMADA ACQUISITION CORP. I Philadelphia, PA 19103Armada Acquisition Corp. I • August 3rd, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 23, 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 1,200,000 shares of common stock, $0.0001 par value per share (the “Shares”), up to 450,000 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 • August 3rd, 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 • August 3rd, 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 • August 3rd, 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 • August 3rd, 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.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • August 3rd, 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”).
