INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 8th, 2020 • 5:01 Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__], 2020 by and between 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • October 8th, 2020 • 5:01 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 5:01 Acquisition Corp., a Delaware corporation (the “Company”), 5:01 Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
8,000,000 Shares 5:01 ACQUISITION CORP. Class A Common Stock, par value $0.0001 UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2020 • 5:01 Acquisition Corp. • Blank checks • New York
Re: Initial Public OfferingLetter Agreement • October 8th, 2020 • 5:01 Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 8,000,000 shares, or up to 9,200,000 shares if the Underwriter’s over-allotment option is exercised in full (collectively, the “Offering Shares”), of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The Offering Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”), and the Company has applied to have the Offering Shares listed on The Nasdaq Capital Market.
PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 8th, 2020 • 5:01 Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of [•], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 5:01 Acquisition Corp., a Delaware corporation (the “Company”), and 5:01 Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
