REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, is made and entered into by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”), Priveterra Sponsor, 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”).
24,000,000 Units Priveterra Acquisition Corp. UNDERWRITING AGREEMENT February 8, 2021Underwriting Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
Priveterra Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 24,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
WARRANT AGREEMENT PRIVETERRA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 8, 2021Warrant Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 8, 2021, is by and between Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2021 by and between Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and Priveterra Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVETERRA ACQUISITION CORP. Fort Lauderdale, FL 33301Administrative Services Agreement • February 12th, 2021 • Priveterra Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Priveterra Acquisition Corp. (the “Company”) and Priveterra Sponsor, LLC (the “Sponsor”), 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 with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the completion 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”):
Priveterra Acquisition Corp. Fort Lauderdale, FL 33301Underwriting Agreement • February 12th, 2021 • Priveterra 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 Priveterra Acquisition Corp., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC and Guggenheim 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 up to 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as descr
