Pivotal Investment Corporation III 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2021 • Pivotal Investment Corp III • Blank checks • New York
Pivotal Investment Corporation III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2021 • Pivotal Investment Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of __, 2021, by and among Pivotal Investment Corporation III, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2021 • Pivotal Investment Corp III • Blank checks • New York
This Agreement, made and entered into effective as of [•], 2021 (“Agreement”), by and between Pivotal Investment Corporation III, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2021 • Pivotal Investment Corp III • Blank checks • New York
This Agreement is made as of [_____, 2021] by and between Pivotal Investment Corporation III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENT between PIVOTAL INVESTMENT CORPORATION III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • January 25th, 2021 • Pivotal Investment Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Pivotal Investment Corporation III, a Delaware corporation (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”).
Pivotal Investment Corporation III c/o Graubard Miller The Chrysler Building New York, New York 10174 Citigroup Global Markets Inc. New York, New York 10013 Cantor Fitzgerald & Co. New York, New York 10022Underwriting Agreement • January 25th, 2021 • Pivotal Investment Corp III • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pivotal Investment Corporation III, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. as representatives (the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
