one 20,000,000 Units Underwriting AgreementUnderwriting Agreement • March 29th, 2021 • One • Blank checks • New York
one, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 29th, 2021 • One • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 17, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among one, a Cayman Islands exempted company (the “Company”) and A-star, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 29th, 2021 • One • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August 17, 2020 between one, a Cayman Islands exempted company (the “Company”), and Catherine Spear (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 29th, 2021 • One • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2020, is made and entered into by and among one, a Cayman Islands exempted company (the “Company”), A-star, a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
one c/o A-star The Presidio of San Francisco San Francisco, CA 94129Letter Agreement • March 29th, 2021 • One • 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 one, a Cayman Islands exempted company (the “Company”) and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 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-quarter 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 stateme
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2021 • One • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 17, 2020 by and between one, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT one and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 17, 2020Warrant Agreement • March 29th, 2021 • One • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 17, 2020, is by and between one, 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”).
