REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [•], 2021, is made and entered into by and among Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Aries Acquisition Partners, Ltd., a Cayman Islands limited company (the “Sponsor”) and each of 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”).
Aries I Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2021 • Aries I Acquisition Corp. • Blank checks • Delaware
Aries I Acquisition Corporation, a Cayman Islands exempted company (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 representative (the “Representative”), 17,500,000 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 2,625,000 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 Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used he
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • March 10th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March [•], 2021, by and between ARIES I ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 10th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Aries Acquisition Partners, Ltd., a Cayman Islands exempted company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 10th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March [•], 2021, is by and between Aries I Acquisition Corporation, 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”, and also referred to herein as the “Transfer Agent”).
Aries I Acquisition Corporation Grand Cayman, Cayman Islands KY-1110Underwriting Agreement • March 10th, 2021 • Aries I 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 Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wells Fargo Securities, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as
Aries I Acquisition CorporationSecurities Subscription Agreement • March 10th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Aries Acquisition Partners, Ltd., a Cayman Islands exempted company (“Subscriber” or “you”), to purchase 5,031,250 Class B ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 656,250 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2021 • Aries I Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [•], 2021 by and between Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
