Capstar Special Purpose Acquisition Corp. 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (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 Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in thi
WARRANT AGREEMENTWarrant Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Capstar Special Purpose Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[ ] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2020, is made and entered into by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), Capstar Sponsor Group, 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, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of , 2020, is entered into by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Capstar Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”).
Capstar Special Purpose Acquisition Corporation Austin, Texas 78701Subscription Agreement for Founder Shares • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Capstar Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), of Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
Capstar Special Purpose Acquisition Corp. 405 West 14th Street Austin, TX 78701 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 24th, 2020 • Capstar Special Purpose 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 Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., UBS Securities LLC and BTIG, LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 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 half 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 Un
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP.Administrative Services Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
This letter agreement by and between Capstar Special Purpose Acquisition Corp. (the “Company”) and Capstar Partners, LLC (“Capstar Partners”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
