20,000,000 Units Corazon Capital V838 Monoceros Corp UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • Corazon Capital V838 Monoceros Corp • Blank checks • New York
Corazon Capital V838 Monoceros Corp, 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 (the “Representative”) are acting as representative, 20,000,000 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 3,000,000 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 the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 26th, 2021 • Corazon Capital V838 Monoceros Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2021, is made and entered into by and among Corazon Capital V838 Monoceros Corp, a Cayman Islands exempted company (the “Company”), Corazon V838 Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, (each a “Holder,” and collectively the “Holders”).
March 23, 2021Letter Agreement • March 26th, 2021 • Corazon Capital V838 Monoceros 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 Corazon Capital V838 Monoceros Corp, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 20,000,000 of the Company’s units (and up to an additional 3,000,000 units that may be purchased pursuant to the Underwriter’s 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 registration statement on Form S-
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 26th, 2021 • Corazon Capital V838 Monoceros 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 23, 2021, is entered into by and between Corazon Capital V838 Monoceros Corp, a Cayman Islands exempted company (the “Company”), and Corazon V838 Monoceros Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • Corazon Capital V838 Monoceros Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Corazon Capital V838 Monoceros Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 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.
WARRANT AGREEMENT CORAZON CAPITAL V838 MONOCEROS CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 23, 2021Warrant Agreement • March 26th, 2021 • Corazon Capital V838 Monoceros Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 23, 2021, is by and between Corazon Capital V838 Monoceros Corp, 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”).
CORAZON CAPITAL V838 MONOCEROS CORPCorazon Capital V838 Monoceros Corp • March 26th, 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 Corazon Capital V838 Monoceros 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”), Corazon V838 Monoceros Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 222 West Merchandise Mart Plaza, Box #2982, Chicago, Illinois 60654 (or any successor location). In exchange therefore, the Company shall pay the Sponsor, or an affiliate thereof, as determined by th
