Motion Acquisition Corp. ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2020 • Motion Acquisition Corp. • Blank checks • New York
Barclays Capital Inc., As Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2020 • Motion Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _______, by and among Motion Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • October 5th, 2020 • Motion Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of ______, 2020 between Motion Acquisition Corp., a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Ave, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2020 • Motion Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [●], 2020 (“Agreement”), by and between Motion Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2020 • Motion Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of _______, 2020 by and between Motion Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Motion Acquisition Corp. c/o Graubard Miller New York, New York 10175 Barclays Capital Inc. New York, New York 10019Letter Agreement • October 5th, 2020 • Motion Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Motion Acquisition Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc., as representative (the “Representative”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (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-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Motion Acquisition Corp. c/o Graubard MillerMotion Acquisition Corp. • October 5th, 2020 • Blank checks
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 securities of Motion 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”), Graubard Miller shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 405 Lexington Avenue, 11th Floor, New York, New York 10174 (or any successor location) free of charge.
