0001140361-20-020357 Sample Contracts

FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • September 14th, 2020 • Atlantic Street Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between ATLANTIC STREET ACQUISITION CORP, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 14th, 2020 • Atlantic Street Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Atlantic Street Acquisition Corp, a Delaware corporation (the “Company”), Atlantic Street Partners LLC, a Delaware limited liability company (the “Sponsor”), ASA Co-Investment LLC, a Delaware limited liability company (“ASA Co-Investment” and together with the Sponsor, the “Founders”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 14th, 2020 • Atlantic Street Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Atlantic Street Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • September 14th, 2020 • Atlantic Street Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Atlantic Street Acquisition Corp, a Delaware corporation (the “Company”), and ASA Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).

WARRANT AGREEMENT between ATLANTIC STREET ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • September 14th, 2020 • Atlantic Street Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Atlantic Street Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Atlantic Street Acquisition Corp Stamford, CT 06902
Atlantic Street Acquisition Corp • September 14th, 2020 • Blank checks • New York

Atlantic Street Acquisition Corp, a Delaware corporation (the “Company”), is pleased to accept the offer ASA Co-Investment LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 1,437,500 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 187,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subj

Atlantic Street Acquisition Corp Stamford, Connecticut 06902
Letter Agreement • September 14th, 2020 • Atlantic Street Acquisition Corp • Blank checks

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 Atlantic Street Acquisition Corp, a Delaware corporation (the “Company”), and Cowen and Company, LLC, as representative (the “Representative”) of the underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock 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

Atlantic Street Acquisition Corp
Atlantic Street Acquisition Corp • September 14th, 2020 • Blank checks • New York

This letter agreement by and between Atlantic Street Acquisition Corp (the “Company”) and MC Credit Partners LP (“MC Credit Partners”), an affiliate of our sponsor, Atlantic Street Partners LLC, 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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