REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 18, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 18, 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 • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 18, 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 • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 18, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • May 20th, 2021 • Angel Pond Holdings Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made May 18, 2021, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Theodore Wang (“Indemnitee”).
Angel Pond Holdings Corporation 25,000,000 Units Underwriting AgreementUnderwriting Agreement • May 20th, 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 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 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 New York, NY 10028 January 26, 2021Angel Pond Holdings Corp • May 20th, 2021 • Blank checks • New York
This letter agreement by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”) and Angel Pond Partners LLC (the “Services Provider”), dated as of the date hereof (the “Agreement”), will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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 earlier date hereinafter referred to as the “Termination Date”):
Angel Pond Holdings Corporation 25th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 20th, 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 25,000,000 of the Company’s units (including up to 3,750,000 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
