ArcLight Clean Transition Corp. 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
ArcLight Clean Transition Corp. 200 Clarendon Street, 55th Floor Boston, MA 02116 August 3, 2020Securities Subscription Agreement • September 16th, 2020 • ArcLight Clean Transition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on August 3, 2020 by and between ArcLight CTC Holdings, L.P., a Delaware limited partnership (the “Subscriber” or “you”), and ArcLight Clean Transition Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to surrender and cancellation 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 16th, 2020 • ArcLight Clean Transition 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 September [•], 2020, is entered into by and between ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), and ArcLight CTC Holdings, L.P., a Delaware limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 16th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September [•], 2020, is made and entered into by and among ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), ArcLight CTC Holdings, L.P., a Delaware limited partnership (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”).
ArcLight Clean Transition Corp. Boston MA 02116Underwriting Agreement • September 16th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Barclays Capital Inc. as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on For
WARRANT AGREEMENT ARCLIGHT CLEAN TRANSITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September [●], 2020Warrant Agreement • September 16th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September [●], 2020, is by and between ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 16th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September [●], 2020 by and between ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
