REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2022 • Endeavor Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022 is made and entered into by and among Endeavor Acquisition Corp., a Cayman Islands exempted company (the “Company”), Endeavor Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), Mizuho Securities USA LLC (“Mizuho” and together with Cantor, the “Representatives”), and any other parties listed 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 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
Endeavor Acquisition Corp. Suite 600 New York, New York 10022Endeavor Acquisition Corp. • February 8th, 2022 • Blank checks • New York
Endeavor Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Endeavor Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 1,125,000 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject to adjustment, upon the terms and condition
WARRANT AGREEMENTWarrant Agreement • February 8th, 2022 • Endeavor Acquisition Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 8th, 2022 • Endeavor Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2022 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
UNDERWRITING AGREEMENT between ENDEAVOR ACQUISITION CORP. and CANTOR FITZGERALD & CO. and MIZUHO SECURITIES USA LLC Dated: [_______], 2022Underwriting Agreement • February 8th, 2022 • Endeavor Acquisition Corp. • Blank checks • New York
The undersigned, Endeavor Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and Mizuho Securities USA LLC (“Mizuho” and together with Cantor, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2022 • Endeavor Acquisition Corp. • Blank checks • New York
Endeavor Acquisition Corp. New York, NY 10022Letter Agreement • February 8th, 2022 • Endeavor Acquisition Corp. • Blank checks • New York
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 Endeavor Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. and Mizuho Securities USA 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 up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Fo
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 8th, 2022 • Endeavor Acquisition Corp. • Blank checks • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2022, by and between Endeavor Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 477 Madison Avenue, 6th Floor, New York, NY 10022, and Endeavor Sponsor LLC, a Cayman Islands limited liability company, having its principal place of business at 477 Madison Avenue, 6th Floor, New York, NY 10022 (the “Subscriber”).
FORM OF UNDERWRITER UNIT PURCHASE AGREEMENTForm of Underwriter Unit Purchase Agreement • February 8th, 2022 • Endeavor Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ] day of 2022, by and between Endeavor Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 477 Madison Avenue, 6th Floor, New York, NY 10022, and [ ] (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
Endeavor Acquisition Corp.Endeavor Acquisition Corp. • February 8th, 2022 • Blank checks • New York
This letter agreement by and between Endeavor Acquisition Corp. (the “Company”) and First In Line Enterprises, Inc. (“First In Line”), 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 completion 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”):
