0001193125-20-304464 Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 23, 2020, by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jonathan E. Baliff (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Genesis Park Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[•] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

INDEMNITY AGREEMENT
Indemnity Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 23, 2020, by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Dave Davis (“Indemnitee”).

WARRANT AGREEMENT between GENESIS PARK ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York

This REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2020, is made and entered into by and among Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), Genesis Park Holdings, a Cayman Islands limited liability company (the “Sponsor”), and each of 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”).

Genesis Park Acquisition Corp. Houston, Texas 77007 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • November 27th, 2020 • Genesis Park Acquisition 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 Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • Delaware

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 23, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, a limited liability company formed under the laws of the State of Delaware (the “Purchaser”).

GENESIS PARK ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York
GENESIS PARK ACQUISITION CORP.
Office Space and Administrative Services Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • New York

This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Genesis Park Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Genesis Park II LP (“Genesis Park”) shall take steps directly or indirectly to make available to the Company certain office space and secretarial and administrative services as may be required by the Company from time to time, situated at 2000 Edwards Street, Suite B, Houston, Texas 77007 (or any successor location). In exchange therefore, the Company shall pay Genesis Park (or an affiliate as directed by Genesis Park) a sum of $15,000 per m

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Warrant Purchase Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks • Delaware

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 23, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Genesis Park Holdings, a Cayman Islands limited liability company (the “Purchaser”).

Dear Genesis Park Holdings,
Membership Interest Purchase Agreement • November 27th, 2020 • Genesis Park Acquisition Corp. • Blank checks

This letter agreement sets forth the terms of the agreement among Genesis Park Holdings (the “Company”) and each of the undersigned entities party hereto (collectively, the “Subscriber”). The Company is the sponsor of Genesis Park Acquisition Corp. (the “SPAC”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). Capitalized terms used not but defined herein shall have the meanings ascribed to such terms in that certain Amended and Restated Limited Liability Company Agreement of the Company dated as of September 24, 2020 (the “LLC Agreement”).

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