Underwriting AgreementUnderwriting Agreement • May 28th, 2021 • Aperture Acquisition Corp • Blank checks • New York
Aperture Acquisition Corp, 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 26,125,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,125,000 additional units, if any (the “Optional Units” and, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof, hereinafter called the “Units”).
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 28th, 2021 • Aperture Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Aperture Acquisition Corp, a Cayman Islands exempted company (the “Company”), Aperture SE LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature pages hereto (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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 28th, 2021 • Aperture Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Aperture Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • May 28th, 2021 • Aperture Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Aperture Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Aperture SE LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • May 28th, 2021 • Aperture Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Aperture Acquisition 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”).
FORM OF FORWARD PURCHASE AGREEMENTForm of Forward Purchase Agreement • May 28th, 2021 • Aperture Acquisition Corp • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of [·], 2021, by and among Aperture Acquisition Corp., a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
Aperture Acquisition Corp c/o Aperture Investment Advisors LLC 747 Third Avenue, 19th Floor New York, New York 10017Letter Agreement • May 28th, 2021 • Aperture Acquisition 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 among Aperture Acquisition Corp, a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 31,625,000 of the Company’s units (including 4,125,000 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-fourth 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
Aperture Acquisition Corp c/o Aperture Investment Advisors LLC 747 Third Avenue, 19th Floor New York, New York 10017Aperture Acquisition Corp • May 28th, 2021 • Blank checks
