FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • NAAC Holdco, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [󠄛●], 2022, is made and entered into by and among NAAC Holdco, Inc., a Delaware corporation, (the “Company”), NAAC Sponsor LP, a Delaware limited partnership (the “Sponsor”), and each of the undersigned parties listed under “Holders” on the signature page hereto (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein shall have the meanings provided in the Business Combination Agreement (as defined below).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • December 20th, 2021 • NAAC Holdco, Inc. • Blank checks
Now, therefore, in consideration of the foregoing and of the mutual covenants and agreements contained herein and in the BCA, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
FORM OF STOCKHOLDERS AGREEMENTStockholders Agreement • December 20th, 2021 • NAAC Holdco, Inc. • Blank checks
THIS STOCKHOLDERS AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Stockholders Agreement”), dated as of [●], 2022, is made by and among (i) NAAC Holdco, Inc., a Delaware corporation (“New Holdco”); (ii) BICS SA, a Belgian limited liability company (société anonyme) (“Seller”); (iii) NAAC Sponsor LP, a Delaware series limited partnership (the “Sponsor”) and (iv) SFPI SA d’intérêt public / FPIM NV van openbaar nut, a limited liability company of public interest organized and existing under the laws of Belgium (“FPIM”). Each of New Holdco, Seller, Sponsor and FPIM may be referred to herein as a “Party” and collectively as the “Parties”.
Business Combination Agreement Dated December 16, 2021 by and among BICS SA, TORINO HOLDING CORP., NORTH ATLANTIC ACQUISITION CORPORATION, NORTH ATLANTIC ACQUISITION, LLC, and NAAC HOLDCO, INC.Business Combination Agreement • December 20th, 2021 • NAAC Holdco, Inc. • Blank checks • Delaware
Whereas, as of the date of this Agreement, SPAC owns all of the issued and outstanding common shares of New Holdco, par value $0.01 per share (“New Holdco Common Stock”);
