INDEMNITY AGREEMENTIndemnity Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020 by and between Equity Distribution Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Equity Distribution Acquisition Corp. Two North Riverside Plaza, Suite 600 Chicago, IL 60606 July 14, 2020Equity Distribution Acquisition Corp. • August 28th, 2020 • Blank checks • Delaware
We are pleased to accept the offer Equity Distribution Sponsor LLC (the “Subscriber” or “you”) has made to purchase 14,375,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,875,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Equity Distribution 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”), and Equity Distribution Sponsor LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
Equity Distribution Acquisition Corp. Two North Riverside Plaza Chicago, IL 60606 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010Letter Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as the representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Equity Distribution Acquisition Corp. Two North Riverside Plaza, Suite 600 Chicago, IL 60606 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010Letter Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as the representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit 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 exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
WARRANT AGREEMENT between EQUITY DISTRIBUTION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2020Warrant Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between Equity Distribution 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”, also referred to herein as the “Transfer Agent”).
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENTStockholders and Registration Rights Agreement • August 28th, 2020 • Equity Distribution Acquisition Corp. • Blank checks • New York
THIS STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2020, by Equity Distribution Acquisition Corp., a Delaware corporation (the “Company”), and Equity Distribution Sponsor LLC, a Delaware limited liability company (the “Sponsor” together with 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”).
EQUITY DISTRIBUTION ACQUISITION CORP. Two North Riverside Plaza, Suite 600 Chicago, IL 60606Equity Distribution Acquisition Corp. • August 28th, 2020 • Blank checks
