REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), Angel Pond Partners LLC, a Cayman Island 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 8th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made [__], 2021, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and [__] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 8th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 8th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Angel Pond Partners LLC, a Cayman Island limited liability company (the “Purchaser”).
WARRANT AGREEMENT between ANGEL POND HOLDINGS CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 8th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Angel Pond Holdings Corporation 30,000,000 Units Underwriting AgreementUnderwriting Agreement • March 8th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
Angel Pond Holdings Corporation 25th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 8th, 2021 • Angel Pond Holdings Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one-third of one redeemable warrant. Each whole Warrant (each, a “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 i
Angel Pond Holdings CorporationAngel Pond Holdings Corp • March 8th, 2021 • Blank checks • New York
