Switchback Energy Acquisition Corporation [●] Units Underwriting AgreementUnderwriting Agreement • July 1st, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] units (the “Units”) of the Company (the “Firm Units”), and, at the election of the Underwriters, up to [●] 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 hereinafter called the “Units”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwis
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 1st, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 1st, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), and NGP Switchback, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2019 • Switchback Energy Acquisition Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2019, by and between SWITCHBACK ENERGY ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT between SWITCHBACK ENERGY ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2019Warrant Agreement • July 1st, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2019, is by and between Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2019, is made and entered into by and among Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), NGP Switchback, 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Switchback Energy Acquisition CorporationUnderwriting Agreement • July 1st, 2019 • Switchback Energy 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 among Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold
SWITCHBACK ENERGY ACQUISITION CORPORATIONAdministrative Services Agreement • July 1st, 2019 • Switchback Energy Acquisition Corp • Blank checks
