0001104659-21-093970 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2021, is by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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UNDERWRITING AGREEMENT between STONEBRIDGE ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: July 15, 2021 STONEBRIDGE ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York

The undersigned, StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:

StoneBridge Acquisition Corporation One World Trade Center Suite 8500 New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • July 20th, 2021 • StoneBridge 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”) to be entered into by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “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 purs

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 15, 2021, by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (the “Purchasers”).

STONEBRIDGE ACQUISITION CORPORATION One World Trade Center, Suite 8500 New York, NY 10007
Administrative Services Agreement • July 20th, 2021 • StoneBridge Acquisition Corp. • Blank checks • New York
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