32,500,000 Units Marquee Raine Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (the “Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 27th, 2020 • Marquee Raine 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 Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2020, by Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor” together with 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”).
WARRANT AGREEMENT between MARQUEE RAINE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Marquee Raine Acquisition Corp., 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”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
Marquee Raine Acquisition Corp. New York, NY 10022Underwriting Agreement • November 27th, 2020 • Marquee Raine 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 Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the underwriter listed on Schedule I thereto (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Marquee Raine Acquisition Corp. New York, NY 10022Securities Subscription Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on October 28, 2020 by and between Marquee Raine Acquisition Sponsor GP Ltd. as general partner of Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 10,062,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,312,500 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”).
Amendment No. 1 to the Securities Subscription AgreementSecurities Subscription Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated November 10, 2020 (this “Agreement”), is made by and between Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Marquee Raine Acquisition Sponsor GP Ltd. as general partner of Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the “Subscriber”).
MARQUEE RAINE ACQUISITION CORP.Office Space and Administrative Services Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks
