Pine Island Acquisition Corp. 30,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2020 • Pine Island Acquisition Corp. • Blank checks • New York
Pine Island Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 30,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 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 in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2020 • Pine Island Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between Pine Island Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Pine Island Acquisition Corp. 2455 E. Sunrise Blvd. Suite 1205 Fort Lauderdale, FL 33304 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 30th, 2020 • Pine Island 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 Pine Island Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (including up to 4,500,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprising one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third 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 Publi
WARRANT AGREEMENTWarrant Agreement • September 30th, 2020 • Pine Island Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____], 2020, is by and between Pine Island 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”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • September 30th, 2020 • Pine Island 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 Pine Island Acquisition Corp., a Delaware corporation (the “Company”), Pine Island Sponsor 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2020 • Pine Island Acquisition Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [ ] day of [______], 2020, by and between Pine Island Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • September 30th, 2020 • Pine Island 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 Pine Island Acquisition Corp., a Delaware corporation (the “Company”), and Pine Island Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
