5,000,000 Units UTXO Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2020 • UTXO Acquisition Inc. • Blank checks • New York
The undersigned, UTXO Acquisition Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Univest Securities, LLC (hereinafter referred to as “you”, “Univest”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • January 21st, 2020 • UTXO Acquisition Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between UTXO Acquisition, 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”).
UTXO ACQUISITION INC. Chicago, IL 60601UTXO Acquisition Inc. • January 21st, 2020 • Blank checks • Delaware
This agreement (the “Agreement”) is entered into on September 6, 2019 by and between UTXO Vector LLC, a Delaware limited liability company (the “Subscriber” or “you”), and UTXO Acquisition Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 shares of Class B ordinary share, $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 21st, 2020 • UTXO Acquisition Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [ ], 2019, by and between UTXO Acquisition Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 21st, 2020 • UTXO Acquisition Inc. • Blank checks • Delaware
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ] day of _______ 2020, by and between UTXO Acquisition Inc., a Delaware corporation (the “Company”), having its principal place of business at 203 N LaSalle ST, #2100, Chicago, IL 60601, and UTXO Vector LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 203 N LaSalle ST, #2100, Chicago, IL 60601.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2020 • UTXO Acquisition Inc. • Blank checks • New York
This Agreement is made as of [●], 2020 by and between UTXO Acquisition Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND UTXO ACQUISITION INC. RIGHTS AGREEMENTRights Agreement • January 21st, 2020 • UTXO Acquisition Inc. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2020 between UTXO Acquisition Inc., a Delaware corporation, with offices at 203 N LaSalle ST, #2100, Chicago, IL 60601 (the “Company”), and Continental Stock Transfer& Trust Company, a New York limited liability trust company, with offices at 1 State Street Plaza, New York, New York 10004 (the “Right Agent”).
September 6, 2019 UTXO Acquisition Inc. Chicago, IL 60601 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 21st, 2020 • UTXO Acquisition Inc. • 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 UTXO Acquisition Inc., a Delaware corporation (the “Company”), and Univest Securities, LLC, as representative (the “Representative” or “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 5,000,000 of the Company’s units (including up to 750,000 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”), one-half of one redeemable warrant and one right. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each right (each, a “Right”) entitles the holder to receive one-tenth (1/10) of one (1) share of Class A common stock upon consummat
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2020 • UTXO Acquisition Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 6, 2019, is made and entered into by and among UTXO Acquisition Inc., a Delaware corporation (the “Company”), UTXO Vector 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”).
UTXO Acquisition Inc.UTXO Acquisition Inc. • January 21st, 2020 • Blank checks • Delaware
This letter agreement by and between UTXO Acquisition Inc. (the “Company”) and UTXO Vector LLC (“UTXO Vector”), 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”):
