REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [●], 2021, is made and entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
WARRANT AGREEMENTWarrant Agreement • April 8th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April [●], 2021, is by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
RIVERVIEW ACQUISITION CORP. Memphis, TN 38117Securities Subscription Agreement • April 8th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Riverview Sponsor Partners, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.001 par value per share (together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“ IPO”) of Riverview Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnification Agreement • April 8th, 2021 • Riverview Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April [●], 2021, by and between RIVERVIEW ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
April [●], 2021 Riverview Acquisition Corp. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117Underwriting Agreement • April 8th, 2021 • Riverview Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 $0.001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on F
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 8th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Riverview Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of April [__], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 8th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Purchaser”).
RIVERVIEW ACQUISITION CORP.Administrative Services Agreement • April 8th, 2021 • Riverview Acquisition Corp. • Blank checks • Tennessee
This letter agreement by and between Riverview Acquisition Corp. (the “Company”) and [●] (“Provider”), 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 Nasdaq Capital Market (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”):
