INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 10, 2020 by and between Motive Capital Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2020, is made and entered into by and among Motive Capital Corp, a Cayman Islands exempted company (the “Company”), Motive Capital Funds Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsor and, a “Holder” and collectively the “Holders”).
Motive Capital Corp New York, NY 10007Underwriting Agreement • December 16th, 2020 • Motive Capital 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 Motive Capital Corp, a Cayman Islands exempted company (the “Company”), UBS Securities LLC (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 36,000,000 of the Company’s units (including up to 5,400,000 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-third 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 pursuant to a registration statement on Form S-1
WARRANT AGREEMENT Dated December 10, 2020Warrant Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 10, 2020, is by and between Motive Capital Corp, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 16th, 2020 • Motive Capital 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 December 10, 2020, is entered into by and between Motive Capital Corp, a Cayman Islands exempted company (the “Company”), and Motive Capital Funds Sponsor, LLC , a Cayman Islands limited liability company (the “Purchaser”).
Motive Capital Corp 36,000,000 Units Underwriting AgreementUnderwriting Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York
Motive Capital Corp, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 36,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 5,400,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
December 10, 2020 Motive Capital CorpAdministrative Support Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • December 16th, 2020 • Motive Capital Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of November 24, 2020, by and among Motive Capital Corp, a Cayman Islands exempted company (the “Company”), Motive Capital Fund I-A, LP, a Delaware Limited Partnership, Motive Capital Fund I-B, LP, a Delaware Limited Partnership and Motive Capital Fund I-MPF, LP, a Delaware Limited Partnership (collectively, “Motive Fund I”) and Motive Capital Fund II-A, LP, a Delaware Limited Partnership, Motive Capital Fund II-B, LP, a Delaware Limited Partnership and Motive Capital Fund II-MPF, LP, a Delaware Limited Partnership (collectively, “Motive Fund II” and together with Motive Fund I the “Purchasers” and each a “Purchaser”).
