Sustainable Opportunities Acquisition Corp. 30,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise def
WARRANT AGREEMENTWarrant Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 8, 2020, is by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (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 AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 2020, is made and entered into by and among Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Sustainable Opportunities Holdings 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 8, 2020 by and between Sustainable Opportunities 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 • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of May 5, 2020, is entered into by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Sustainable Opportunities Holdings LLC, a Delaware limited liability company (the “Purchaser”).
Sustainable Opportunities Acquisition Corp. Dallas, Texas 75201 Citigroup Global Markets Inc. New York, New York 10013 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Sustainable Opportunities Acquisition Corp. 1601 Bryan Street, Suite 4141 Dallas, Texas 75201 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013Underwriting Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.Service Agreement • May 8th, 2020 • Sustainable Opportunities Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Sustainable Opportunities Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Sustainable Opportunities Holdings LLC (the “Sponsor”), shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1601 Bryan Street, Suite 4141, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date a
