UNDERWRITING AGREEMENT between STABLE ROAD ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: __________, 2019Underwriting Agreement • October 10th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
The undersigned, Stable Road Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • October 10th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October [__], 2019, by and between Stable Road Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • October 10th, 2019 • Stable Road Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October [ ], 2019, by and between Stable Road Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
October [__], 2019Letter Agreement • October 10th, 2019 • Stable Road 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 Stable Road Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that 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 “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regist
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [_], 2019, is made and entered into by and among Stable Road Acquisition Corp., a Delaware corporation (the “Company”), SRC-NI Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor,” 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 10th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [_] day of October 2019, by and between Stable Road Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 1345 Abbot Kinney Blvd., Venice, CA 90291, and SRC-NI Holdings, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1345 Abbot Kinney Blvd., Venice, CA 90291.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 10th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [_] day of October 2019, by and between Stable Road Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
Stable Road Acquisition Corp.Letter Agreement • October 10th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
This letter agreement by and between Stable Road Acquisition Corp. (the “Company”) and Stable Road Capital, LLC (“Stable Road Capital”), 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”):
