REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • ESM Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among ESM Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and ESM Sponsor, LP, a Cayman Islands exempted limited partnership (the “Sponsor” and any other parties listed on the signature pages hereto, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2021 • ESM Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between ESM Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
30,000,000 Units ESM Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • ESM Acquisition Corp • Blank checks • New York
RE: Securities Subscription Agreement for Founder SharesESM Acquisition Corp • February 22nd, 2021 • Blank checks • New York
ESM Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer ESM Sponsor, LP, a Cayman Islands limited partnership (the “Subscriber” or “you”), has made to subscribe for 8,625,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used here
WARRANT AGREEMENT ESM ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • February 22nd, 2021 • ESM Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between ESM Acquisition Corporation, 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 22nd, 2021 • ESM Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ESM Acquisition Corporation, a Cayman Islands company (the “Company”), and ESM Sponsor, LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • February 22nd, 2021 • ESM Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of March [•], 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
ESM Acquisition Corporation Houston, TX 77019Letter Agreement • February 22nd, 2021 • ESM Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between ESM Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 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 (each, an “Ordinary Share”), 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 shall be sold in the Public Offering pursuant
ESM Acquisition CorporationAdministrative Services Agreement • February 22nd, 2021 • ESM Acquisition Corp • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and among ESM Acquisition Corporation (the “Company”), EMG OpCo, LP and Vision Blue Resources, Ltd. (collectively, the “Providers”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Providers shall make available to the Company, at 2229 San Felipe, Suite 1300, Houston, TX 77019 (or any successor location or other existing office locations of the Providers or any of its affiliates), certain office space, utilities, secretarial, administrativ
