0001104659-20-129987 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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25,000,000 Units Jaws Spitfire Acquisition Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
Spitfire Acquisition Corporation Miami Beach, FL 33139
JAWS Spitfire Acquisition Corp • November 27th, 2020 • Blank checks • Delaware

This agreement (this “Agreement”) is entered into on September 14, 2020 by and between Spitfire Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation 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:

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Spitfire Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Spitfire 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”).

Jaws Spitfire Acquisition Corporation Miami Beach, FL 33139
Letter Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursua

WARRANT AGREEMENT JAWS SPITFIRE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December [●], 2021
Warrant Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated December [●], 2021, is by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

JAWS SPITFIRE ACQUISITION CORPORATION 1601 Washington Avenue, Suite 800, Miami Beach, FL 33139
JAWS Spitfire Acquisition Corp • November 27th, 2020 • Blank checks
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