INDEMNITY AGREEMENTIndemnity Agreement • February 17th, 2021 • Advanced Merger Partners, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 17th, 2021 • Advanced Merger Partners, Inc. • Blank checks • New York
This Private Placement Warrants Purchase Agreement (as it may from time to time be amended, “Agreement”), dated as of [•], 2021, is entered into by and between Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), and HLI Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
HLI Acquisition Corporation New York, NY 10019Advanced Merger Partners, Inc. • February 17th, 2021 • Blank checks • Delaware
We are pleased to accept the offer HLI Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 7,112,500 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 HLI Acquisition Corporation, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2021 • Advanced Merger Partners, Inc. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2021 • Advanced Merger Partners, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), HLI Sponsor, 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”).
Re: Initial Public OfferingLetter Agreement • February 17th, 2021 • Advanced Merger Partners, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Advanced Merger Partners, Inc., a Delaware corporation (the “Company”), and Goldman Sachs & Co., LLC, as representative (the “Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-[•] of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment
HLI Acquisition Corporation New York, NY 10019Advanced Merger Partners, Inc. • February 17th, 2021 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber” or “you”) have made to purchase 25,000 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of HLI Acquisition Corporation, a Delaware corporation (the “Company”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Founder Shares and shall be deemed to include any shares of Class A Common Stock issued upon conversion of the Share
ADVANCED MERGER PARTNERS, INC. c/o Saddle Point Management, L.P.Advanced Merger Partners, Inc. • February 17th, 2021 • Blank checks • New York
This letter agreement by and between Advanced Merger Partners, Inc. (the “Company”) and Saddle Point Management, L.P. (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such period hereinafter referred to as the “Term”):
Date] Personal and Confidential Advanced Merger Partners, Inc. c/o Saddle Point Management, L.P. New York, NY 10019 Attn: Roy J. Katzovicz, Chief Executive Officer Dear Ladies and Gentlemen:Personal and Confidential • February 17th, 2021 • Advanced Merger Partners, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) confirms the understanding and agreement between Advanced Merger Partners, Inc. (the “Company”) and Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) as follows:
