INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Forbion European Acquisition Corp., 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 • November 23rd, 2021 • Forbion European Acquisition 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 Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Forbion European Acquisition Corp., 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,” and also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
Forbion European Acquisition Corp. Wilmington, Delaware 19807 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 23rd, 2021 • Forbion European 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 by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC and Kempen & Co. USA, Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (the “Purchaser”).
FORBION EUROPEAN ACQUISITION CORP. 10,000,000 Units Underwriting AgreementUnderwriting Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”) to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 10,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 1,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of November 23, 2021, is made and entered into by and between Forbion European Sponsor LLP, a Cayman Islands limited liability partnership (the “Seller”), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Buyer”), and Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”).
FORBION EUROPEAN ACQUISITION CORP. Wilmington, Delaware 19807Letter Agreement • November 23rd, 2021 • Forbion European Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Forbion European Acquisition Corp. (the “Company”) and Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (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 Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
