Agile Growth Corp. 30,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2021 • Agile Growth Corp. • Blank checks • New York
Agile Growth 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 Representatives (the “Representatives”), an aggregate of 30,000,000 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 4,500,000 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 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 capita
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 15th, 2021 • Agile Growth 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 March 9, 2021, is entered into by and between Agile Growth Corp., a Cayman Islands exempted company (the “Company”), and Agile Growth Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 15th, 2021 • Agile Growth Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2021, is made and entered into by and among Agile Growth Corp., a Cayman Islands exempted company (the “Company”) and Agile Growth Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, shall each be a “Holder” and collectively shall be the “Holders”.
March 9, 2021 Agile Growth Corp. Riverside CenterLetter Agreement • March 15th, 2021 • Agile Growth 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 Agile Growth Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Jefferies LLC, as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (and up to an additional 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units) (the “Units”), each comprised 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 r
WARRANT AGREEMENT Agile Growth Corp. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 9, 2021Warrant Agreement • March 15th, 2021 • Agile Growth Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 9, 2021, is by and between Agile Growth Corp., a Cayman Islands exempted company (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 • March 15th, 2021 • Agile Growth Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Agile Growth Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March 9, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Agile Growth Corp. Riverside CenterAgile Growth Corp. • March 15th, 2021 • 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 Agile Growth 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”), Agile Growth Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to (i) make available to the Company certain office space and other facilities as may be required by the Company from time to time, situated at Riverside Center, 275 Grove Street, Suite 2-400, Newton, MA 02466 (or any successor location) (the “Facilities Services”) and (ii) render to the Company, on a non-exclusive basis, by and through such of the Sponsor’s officers, employees, age
