INDEMNITY AGREEMENTIndemnification Agreement • February 5th, 2021 • Arctos Northstar Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Arctos NorthStar Acquisition Corp. 27,500,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • Arctos Northstar Acquisition Corp. • Blank checks • New York
Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 27,500,000 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 4,125,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capi
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • Arctos Northstar Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Arctos NorthStar Acquisition Corp. Dallas, Texas 75201 December 16, 2020Securities Subscription Agreement • February 5th, 2021 • Arctos Northstar Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on December 16, 2020 by and between Arctos NorthStar Acquisition Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Arctos NorthStar 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 subscribe for and purchase 7,906,250 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,031,250 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”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 5th, 2021 • Arctos Northstar Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Arctos NorthStar Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 5th, 2021 • Arctos Northstar Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), Arctos NorthStar Acquisition Holdings, 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 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”).
Arctos NorthStar Acquisition Corp. Dallas, Texas 75201Underwriting Agreement • February 5th, 2021 • Arctos Northstar 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”) entered into by and among Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 31,625,000 of the Company’s units (including 4,125,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each 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 registration statement on Form S-1 and a pro
WARRANT AGREEMENT ARCTOS NORTHSTAR ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • February 5th, 2021 • Arctos Northstar Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Arctos NorthStar 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 5th, 2021 • Arctos Northstar Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February [•], 2021, by and between Arctos NorthStar Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), and [_______________], a [_______] (the “Purchaser”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 5th, 2021 • Arctos Northstar Acquisition Corp. • Blank checks • New York
