25,000,000 Units Nebula Caravel Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 25,000,000 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 3,750,000 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 Representatives as used herein shall mean you, as Underwriters. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
Nebula Caravel Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 (415) 780-9975Underwriting Agreement • December 7th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”) and Deutsche Bank Securities Inc., William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 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”), and one-fifth 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 registr
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • December 7th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of ___, 2020, by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and the purchaser named on the signature page hereto (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 7th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ________, 2020 (this “Agreement”), is entered into by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and Nebula Caravel Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
NEBULA CARAVEL ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of ______, 2020Warrant Agreement • December 7th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2020 is by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ________, 2020 by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
