Warburg Pincus Capital Corporation I—A 25,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2021 • Warburg Pincus Capital Corp I-A • Blank checks • New York
Warburg Pincus Capital Corporation I—A, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (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 the Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise define
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 25th, 2021 • Warburg Pincus Capital Corp I-A • 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 Warburg Pincus Capital Corporation I—A, a Cayman Islands exempted company (the “Company”), and Warburg Pincus Capital Corporation I—A Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 25th, 2021 • Warburg Pincus Capital Corp I-A • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Warburg Pincus Capital Corporation I—A, a Cayman Islands exempted company (the “Company”), Warburg Pincus Capital Corporation I—A Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and each individual named 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Warburg Pincus Capital Corporation I—A New York, New York 10017Letter Agreement • February 25th, 2021 • Warburg Pincus Capital Corp I-A • 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 between Warburg Pincus Capital Corporation I—A, 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 25,000,000 of the Company’s units (and up to an additional 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth 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 For
WARRANT AGREEMENT WARBURG PINCUS CAPITAL CORPORATION I—A and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • February 25th, 2021 • Warburg Pincus Capital Corp I-A • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Warburg Pincus Capital Corporation I—A, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • February 25th, 2021 • Warburg Pincus Capital Corp I-A • Blank checks • New York
WARBURG PINCUS CAPITAL CORPORATION I—AWarburg Pincus Capital Corp I-A • February 25th, 2021 • Blank checks • New York
