INDEMNITY AGREEMENTIndemnity Agreement • July 29th, 2020 • Yucaipa Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 29th, 2020 Company Industry JurisdictionTHIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August [•], 2020, by and between Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 29th, 2020 • Yucaipa Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 29th, 2020 Company Industry JurisdictionThis Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020 by and between Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Yucaipa Acquisition Corporation 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2020 • Yucaipa Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 29th, 2020 Company Industry JurisdictionYucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 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 Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certa
Yucaipa Acquisition Corporation Los Angeles, CA 90069Yucaipa Acquisition Corp • July 29th, 2020 • Blank checks • Delaware
Company FiledJuly 29th, 2020 Industry JurisdictionThis agreement (this “Agreement”) is entered into on June 12, 2020 by and between Yucaipa Acquisition Manager, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 29th, 2020 • Yucaipa Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 29th, 2020 Company Industry JurisdictionTHIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2020, is entered into by and between Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Yucaipa Acquisition Manager, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • July 29th, 2020 • Yucaipa Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 29th, 2020 Company Industry JurisdictionTHIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August [●], 2020, is made and entered into by and among Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Yucaipa Acquisition Manager, 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Yucaipa Acquisition Corporation Los Angeles, CA 90069Letter Agreement • July 29th, 2020 • Yucaipa Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 29th, 2020 Company Industry JurisdictionThis letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regi
WARRANT AGREEMENT YUCAIPA ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August [●], 2020Warrant Agreement • July 29th, 2020 • Yucaipa Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 29th, 2020 Company Industry JurisdictionTHIS WARRANT AGREEMENT (this “Agreement”), dated August [●], 2020, is by and between Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 29th, 2020 • Yucaipa Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 29th, 2020 Company Industry JurisdictionThis Forward Purchase Agreement (this “Agreement”) is entered into as of August [•], 2020, by and among Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
YUCAIPA ACQUISITION CORPORATIONYucaipa Acquisition Corp • July 29th, 2020 • Blank checks
Company FiledJuly 29th, 2020 IndustryThis letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Yucaipa Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Yucaipa Acquisition Manager, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 9130 West Sunset Boulevard, Los Angeles, CA 90069 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing month