Pioneer Merger Corp. 35,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2020 • Pioneer Merger Corp. • Blank checks • New York
Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Units to cover over-allotments, if any (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 on 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 capitali
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2020 • Pioneer Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Pioneer Merger Corp. New York, NY 10065 October 23, 2020Securities Subscription Agreement • December 30th, 2020 • Pioneer Merger Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on October 23, 2020 by and between Pioneer Merger Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 10,062,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,312,500 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:
INDEMNITY AGREEMENTIndemnity Agreement • December 30th, 2020 • Pioneer Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 30th, 2020 • Pioneer Merger 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 [●], is entered into by and between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), and Pioneer Merger Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 30th, 2020 • Pioneer Merger Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”), Pioneer Merger Sponsor LLC, a Cayman Islands 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”).
Pioneer Merger Corp. c/o Falcon Edge Capital New York, New York 10065Underwriting Agreement • December 30th, 2020 • Pioneer Merger 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 between Pioneer Merger Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 35,000,000 of the Company’s units (including 5,250,000 units that may be purchased pursuant to the Underwriter’s 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 and a prospectus (the “Pros
WARRANT AGREEMENT PIONEER MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • December 30th, 2020 • Pioneer Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Pioneer Merger 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”).
PIONEER MERGER CORP.Office Space and Administrative Services Agreement • December 30th, 2020 • Pioneer Merger Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Pioneer Merger Corp. (the “Company”) 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”), Pioneer Merger Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 660 Madison Avenue, New York, NY 10065 (or any successor location). In exchange therefor the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termin
