ITIQUIRA ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • Itiquira Acquisition Corp. • Blank checks • New York
Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 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 Representatives as used herein shall mean you, as Underwriters, 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 • January 26th, 2021 • Itiquira Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • January 26th, 2021 • Itiquira Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 26th, 2021 • Itiquira 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 Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), Itiquira Partners I, a Cayman Islands exempted 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”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 26th, 2021 • Itiquira Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [ ], 2021, is entered into by and among Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Itiquira Partners I, a Cayman Islands exempted company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • January 26th, 2021 • Itiquira Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (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”).
Itiquira Acquisition Corp. 430 Park Avenue, Suite 202 New York, NY 10022Underwriting Agreement • January 26th, 2021 • Itiquira 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 Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprising one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units
ITIQUIRA ACQUISITION CORP. 430 Park Avenue, Suite 202 New York, NY 10022Administrative Services Agreement • January 26th, 2021 • Itiquira Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and CH Global Capital, LLC, a Delaware limited liability company (the “CH Global Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed by the Company with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
