12,000,000 Units GALILEO ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of October, 2019, by and among Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investors” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of October 17, 2019, by and between Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 October 17, 2019Galileo Acquisition Corp. • October 23rd, 2019 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Galileo Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other 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. 333-234049) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of October 17, 2019 (“Agreement”), by and among Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
October 17, 2019Galileo Acquisition Corp. • October 23rd, 2019 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, 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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one redeemable warrant (the “Warrants”), each redeemable Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share. Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This Agreement is made as of October 17, 2019 by and between Galileo Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
Galileo Acquisition Corp.Galileo Acquisition Corp. • October 23rd, 2019 • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Galileo Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the New York Stock Exchange, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Ampla Capital LLC (“Ampla Capital”) shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 1049 Park Avenue. 14A New York, NY 10028 (or any successor location). In exchange therefor, the Company shall pay Ampla Capital the sum of $3,000 pe
