INDEMNITY AGREEMENTIndemnity Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
This Private Placement Warrants Purchase Agreement (as it may from time to time be amended, “Agreement”), dated as of [●], 2020, is entered into by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT ( “Agreement”) is made as of [●], 2020 between Golden Falcon Acquisition Corp., a Delaware corporation, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19711 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
Golden Falcon Acquisition Corp.Golden Falcon Acquisition Corp. • December 1st, 2020 • Blank checks • Delaware
We are pleased to accept the offer Golden Falcon Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of Company (as defined below) common stock, the “Common Stock”), of Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2020, by and among Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of 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”).
GOLDEN FALCON ACQUISITION CORP. 25,000,000 Units Underwriting AgreementGolden Falcon Acquisition Corp. • December 1st, 2020 • Blank checks • New York
Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires.
Golden Falcon Acquisition Corp. Newark, Delaware 19711 UBS Securities LLC New York, New York 10005 Moelis & Co. New York, New York 10022Letter Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC and Moelis & Co., as representatives (the “Representatives”) of the several Underwriters named in Schedule 1 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-half 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.
Golden Falcon Acquisition Corp. Newark, Delaware 19711 UBS Securities LLC New York, New York 10005 Moelis & Co. New York, New York 10022Letter Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC and Moelis & Co., as representatives (the “Representatives”) of the several Underwriters named in Schedule 1 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-half 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 13 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of [●], 2020 by and between Golden Falcon Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
GOLDEN FALCON ACQUISITION CORP. Newark, Delaware 19711Administrative Services Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
