REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 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”).
UNDERWRITING AGREEMENT between ZANITE ACQUISITION CORP. and BTIG, LLC Dated November [•], 2020Underwriting Agreement • November 12th, 2020 • Zanite Acquisition Corp. • Blank checks • New York
The undersigned, Zanite Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Zanite Acquisition Corp. 25101 Chagrin Boulevard Suite 350 Cleveland, Ohio 44122Letter Agreement • November 12th, 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
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • November 12th, 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”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • November 12th, 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”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 12th, 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”).
