INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 21st, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May [•], 2021, by and between Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Dynamics Special Purpose Corp. Redwood City, CA 94061Dynamics Special Purpose Corp. • May 21st, 2021 • Blank checks • New York
We are pleased to accept the offer Dynamics Sponsor LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • May 21st, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), Dynamics 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 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”).
DYNAMICS SPECIAL PURPOSE CORP. 20,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,000,000 shares of the Company’s Class A common stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or plural as the context requires.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 21st, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES 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 Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), and Dynamics Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Dynamics Special Purpose Corp. Redwood City, California 94061Letter Agreement • May 21st, 2021 • Dynamics Special Purpose Corp. • 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 between Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 20,000,000 of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”) (including 3,000,000 shares of Common Stock that may be purchased pursuant to the Underwriters’ option to purchase shares of Common Stock to cover over-allotments. The Common Stock will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 21st, 2021 • Dynamics Special Purpose Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [•] day of [•], 2021, by and between Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
DYNAMICS SPECIAL PURPOSE CORP. Redwood City, CA 94061Letter Agreement • May 21st, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Dynamics Special Purpose Corp. (the “Company”) and Dynamics Sponsor LLC (the “Sponsor”), 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 Nasdaq Capital Market (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”):
