Underwriting Agreement between ATLANTIC cOASTAL Acquisition Corp. and BTIG, LLC Dated March 3, 2021 ATLANTIC COASTAL Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
The undersigned, Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the underwriters shall refer exclusively to BTIG) as follows:
WARRANT AGREEMENTWarrant Agreement • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 3, 2021, is by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 3, 2021, by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of March 3, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”) and Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Purchaser”).
Atlantic Coastal Acquisition Corp. 6 St Johns Lane, Floor 5 New York, New York 10013 BTIG, LLC 65 E 55th Street New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 8th, 2021 • Atlantic Coastal 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 Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (including up to 4,500,000 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 “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock 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 “Prospectus”), filed by the Company with the U.S
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2021, is made and entered into by and among Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.02 of this Agreement, a “Holder” and collectively the “Holders”).
ATLANTIC COASTAL ACQUISITION CORP. 6 St Johns Lane, Floor 5 New York, NY 10013 March 3, 2021Atlantic Coastal Acquisition Corp. • March 8th, 2021 • Blank checks • Delaware
This letter agreement by and between Atlantic Coastal Acquisition Corp. (the “Company”) and Atlantic Coastal Acquisition Management LLC (“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 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”):
