FORM OF INDEMNITY AGREEMENTIndemnity Agreement • October 7th, 2020 • Atlantic Avenue Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 1, 2020, by and between ATLANTIC AVENUE ACQUISITION CORP, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2020 • Atlantic Avenue Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2020, is made and entered into by and among Atlantic Avenue Acquisition Corp, a Delaware corporation (the “Company”), Atlantic Avenue 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 AGREEMENTInvestment Management Trust Agreement • October 7th, 2020 • Atlantic Avenue Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 1, 2020 by and between Atlantic Avenue 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 AGREEMENTPrivate Placement Warrants Purchase Agreement • October 7th, 2020 • Atlantic Avenue Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of October 1, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Atlantic Avenue Acquisition Corp, a Delaware corporation (the “Company”), and ASA Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between ATLANTIC AVENUE ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 7th, 2020 • Atlantic Avenue Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 1, 2020, is by and between Atlantic Avenue 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 AVENUE ACQUISITION CORP 25,000,000 Units Underwriting AgreementAtlantic Avenue Acquisition Corp • October 7th, 2020 • Blank checks • New York
Atlantic Avenue Acquisition Corp, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
Atlantic Avenue Acquisition Corp Stamford, Connecticut 06902Letter Agreement • October 7th, 2020 • Atlantic Avenue 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 Avenue 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
COWEN AND COMPANY, LLC New York, NY 10022Atlantic Avenue Acquisition Corp • October 7th, 2020 • Blank checks • New York
This is to confirm our agreement whereby Atlantic Avenue Acquisition Corp, a Delaware corporation (“Company”), has requested Cowen and Company, LLC and each of the undersigned advisors on the signature pages hereto (collectively, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-248782), as amended, filed with the U.S. Securities and Exchange Commission (as amended, the “Registration Statement”) in connection with the Company’s initial public offering (“IPO”).
Atlantic Avenue Acquisition CorpAtlantic Avenue Acquisition Corp • October 7th, 2020 • Blank checks • New York
This letter agreement by and between Atlantic Avenue Acquisition Corp (the “Company”) and MC Credit Partners LP (“MC Credit Partners”), an affiliate of our sponsor, Atlantic Avenue 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”):
