12,000,000 CAPSTM Executive Network Partnering Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2020 • Executive Network Partnering Corp • Blank checks • New York
Executive Network Partnering Corporation, 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, 12,000,000 CAPSTM (the “CAPSTM”) of the Company (said CAPSTM 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 1,800,000 additional CAPSTM to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
INDEMNITY AGREEMENTIndemnity Agreement • August 24th, 2020 • Executive Network Partnering Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between Executive Network Partnering Corporation, a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • August 24th, 2020 • Executive Network Partnering 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 Executive Network Partnering Corporation, a Delaware corporation (the “Company”), ENPC Holdings, 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”).
WARRANT AGREEMENT between EXECUTIVE NETWORK PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 24th, 2020 • Executive Network Partnering Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Executive Network Partnering Corporation, 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 • August 24th, 2020 • Executive Network Partnering Corp • Blank checks • New York
Executive Network Partnering Corporation Boston, Massachusetts 02116Securities Subscription Agreement • August 24th, 2020 • Executive Network Partnering Corp • Blank checks • Delaware
We are pleased to accept the offer ENPC Holdings, LLC (the “Subscriber” or “you”) has made to purchase 1,200 shares of Class B common stock (the “Class B Shares”), $0.0001 par value per share (the “Class B Common Stock”), and 737,789 shares of Class F common stock (the “Class F Shares” and together with the Class B Shares, the “Shares”), $0.0001 par value per share (the “Class F Common Stock” together with the Class B Common Stock and all other classes of Company (as defined below) common stock, the “Common Stock”), up to 95,684 Class F Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Executive Network Partnering Corporation, 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 S
Executive Network Partnering Corporation Boston, MA 02116 Evercore Group L.L.C. New York, New York 10055 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 24th, 2020 • Executive Network Partnering Corp • Blank checks • New York
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 Executive Network Partnering Corporation, a Delaware corporation (the “Company”), and Evercore Group L.L.C. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 13,800,000 of the Company’s CAPS™ (including up to 1,800,000 CAPS™ granted to the Underwriter that may be purchased to cover over-allotments, if any) (the “CAPS™”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-quarter 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 $27.50 per share, subject to adjustment. The CAPS™ will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (th
PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENTPrivate Placement Purchase Agreement • August 24th, 2020 • Executive Network Partnering Corp • Blank checks • New York
THIS PRIVATE PLACEMENT CAPS™ 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 among Executive Network Partnering Corporation, a Delaware corporation (the “Company”), and ENPC Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
ContractSecurities Subscription Agreement • August 24th, 2020 • Executive Network Partnering Corp • Blank checks
THIS AMENDMENT TO THE SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of [●], 2020, is entered into by and between Executive Network Partnering Corporation, a Delaware corporation (the “Company”), and ENPC Holdings, LLC, a Delaware limited liability company (“Subscriber”). All capitalized terms used but not defined herein shall have the meanings specified in the Subscription Agreement (as defined below).
EXECUTIVE NETWORK PARTNERING CORPORATIONAdministrative Support Agreement • August 24th, 2020 • Executive Network Partnering Corp • Blank checks • New York
