REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Zanite Acquisition Corp., a Delaware corporation (the “Company”), Zanite Sponsor 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”).
FORM OF WARRANT AGREEMENTWarrant Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of [ ], 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Zanite 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made effective as of [ ], 2020 by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Zanite Acquisition Corp.Securities Subscription Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 7, 2020 by and between Zanite Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Zanite Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture 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:
INDEMNITY AGREEMENTIndemnity Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT is made as of [ ], 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as amended, supplemented or otherwise modified from time to time, and including all exhibits referenced herein, this “Agreement”), is entered into by and among Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Zanite Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Zanite Acquisition Corp. 25101 Chagrin Boulevard Suite 350 Cleveland, Ohio 44122Underwriting Agreement • October 22nd, 2020 • Zanite 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 Zanite Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 “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 Form S-1 and prospect
ZANITE ACQUISITION CORP. 25101 Chagrin Boulevard Suite 350 Cleveland, Ohio 44122Administrative Services Agreement • October 22nd, 2020 • Zanite Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as of [ ], 2020, 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 U.S. 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”):
