REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2020, is made and entered into by and among Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), Fortress Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 29, 2020 by and between Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 29, 2020, by and between FORTRESS VALUE ACQUISITION CORP., a Delaware corporation (the “Company”), and Joshua A. Pack (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of April 29, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and Fortress Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between FORTRESS VALUE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 29, 2020, is by and between Fortress Value 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”).
Fortress Value Acquisition Corp. 46th Floor New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 4th, 2020 • Fortress Value 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 Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 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-third 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
Fortress Value Acquisition Corp.Administrative Services Agreement • May 4th, 2020 • Fortress Value Acquisition Corp. • Blank checks • New York
This letter agreement by and between Fortress Value Acquisition Corp. (the “Company”) and FIG LLC (“FIG”), an affiliate of our sponsor, Fortress Acquisition Sponsor 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”):
