22,500,000 Units HumanCo Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2020 • HumanCo Acquisition Corp. • Blank checks • New York
HumanCo Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 22,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 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 on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not othe
WARRANT AGREEMENTWarrant Agreement • November 27th, 2020 • HumanCo Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between HumanCo Acquisition Corp., a Delaware corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2020 • HumanCo Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 27th, 2020 • HumanCo Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among HumanCo Acquisition Corp., a Delaware corporation (the “Company”), HumanCo Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), HMCO Acquisition, LLC (“HumanCo SPV”), CAVU Venture Partners III, LP (“CAVU”) and the other undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, CAVU and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
HumanCo Acquisition Corp. P.O. Box 90608 Austin, TX 78709 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 27th, 2020 • HumanCo 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 HumanCo Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 22,500,000 of the Company’s units (including up to 3,375,000 units that may be purchased by the Underwriter to cover over-allotments, if any) (the “Units”), each comprising 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 will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”), file
