REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2021 • XPAC Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and XPAC Sponsor LLC, 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 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
XPAC Acquisition Corp.XPAC Acquisition Corp. • May 13th, 2021 • Blank checks • New York
XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used here
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • May 13th, 2021 • XPAC Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between XPAC Acquisition Corp, a Cayman Islands exempted company (the “Company”), and XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • May 13th, 2021 • XPAC Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
XPAC Acquisition Corp. 55 West 46th Street, 30th floor New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 13th, 2021 • XPAC 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 or proposed to be entered into by and between XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), 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 shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) fi
WARRANT AGREEMENT XPAC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • May 13th, 2021 • XPAC Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between XPAC Acquisition 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”).
XPAC Acquisition Corp.Administrative Services Agreement • May 13th, 2021 • XPAC Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between XPAC Acquisition Corp. (the “Company”) and XPAC Sponsor LLC (the “Provider”), 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 “Nasdaq”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 55 West 46th Street, 30th floor, New York, NY 10036 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requested by the Com
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • May 13th, 2021 • XPAC Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between XPAC Acquisition 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 redeeming Public Shareholders on behalf of the Company $ 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.
XPAC ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2021 • XPAC Acquisition Corp. • Blank checks • New York
XPAC Acquisition Corp., a Cayman Islands exempted company (the "Company"), proposes to issue and sell to the underwriter listed in Schedule I hereto (the "Underwriter"), an aggregate of 20,000,000 units of the Company (the "Underwritten Securities") (the "Offering"). The Company also proposes to grant to the Underwriter an option to purchase up to 3,000,000 additional units to cover over-allotments (the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
