REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2021 • Metals Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
Metals Acquisition Corp 425 Houston Street, Suite 400 Fort Worth, TX 76102Metals Acquisition Corp • July 12th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on March 16, 2021 by and between Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 12th, 2021 • Metals Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between METALS ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
METALS ACQUISITION CORP 25,000,000 Units UNDERWRITING AGREEMENTMetals Acquisition Corp • July 12th, 2021 • Blank checks • New York
Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 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 in 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 used in this underwriting agreement (this “Agreement”) and not otherwise defined a
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 12th, 2021 • Metals Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • July 12th, 2021 • Metals Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Metals 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,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 12th, 2021 • Metals Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”).
Metals Acquisition Corp Suite 400 Fort Worth, TX 76102 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 12th, 2021 • Metals 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 by and among Metals 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 up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and p
