February 15, 2021Sponsor Agreement • February 16th, 2021 • Sandbridge Acquisition Corp • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that Business Combination Agreement, dated as of the date hereof, by and among Sandbridge Acquisition Corporation, a Delaware corporation (“Sandbridge”), Project Olympus Merger Sub, Inc., a Delaware corporation, and Owlet Baby Care Inc., a Delaware corporation (the “Company”) (the “Business Combination Agreement”) and the transactions contemplated therein (the “Business Combination”) and hereby amends and restates in its entirety that certain letter, dated September 14, 2020, from Sandbridge Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), GCCU IX LLC, a Delaware limited liability company (“GCCU”), TOCU XXXIV LLC, a Delaware limited liability company (“TOCU”), Sandbridge Sponsor LLC, a Delaware limited liability company (together with GCCU and TOCU, the “Investors”) and the individuals named therein to Sandbridge (the “Prior Letter Agreement”). Certain capitalized terms us
BUSINESS COMBINATION AGREEMENT BY AND AMONG SANDBRIDGE ACQUISITION CORPORATION, PROJECT OLYMPUS MERGER SUB, INC., AND OWLET BABY CARE INC. DATED AS OF FEBRUARY 15, 2021Business Combination Agreement • February 16th, 2021 • Sandbridge Acquisition Corp • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 15, 2021, is made by and among Sandbridge Acquisition Corporation, a Delaware corporation (“Sandbridge”), Project Olympus Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Owlet Baby Care Inc., a Delaware corporation (the “Company”). Sandbridge, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 16th, 2021 • Sandbridge Acquisition Corp • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into by and between Sandbridge Acquisition Corporation, a Delaware corporation (“Sandbridge”), and the undersigned subscriber (the “Investor”), as of the date set forth on Sandbridge’s signature page hereto, in connection with the Business Combination Agreement, to be entered into concurrently herewith (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Sandbridge, Owlet Baby Care Inc., a Delaware corporation (the “Company”), Project Olympus Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a wholly-owned subsidiary of Sandbridge, on the terms and subject to the conditions therein (such merger, the “Transaction”). In connection with the Transaction,
