5,000,000 Units Blue Water Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • New York
The undersigned, Blue Water Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, 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 AGREEMENT between BLUE WATER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 15, 2020, is by and between Blue Water Acquisition Corp., 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Blue Water Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2020, is made and entered into by and among Blue Water Acquisition Corp, a Delaware corporation (the “Company”), Blue Water Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed 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”).
Blue Water Acquisition Corp. Suite 363 Greenwich, CT 06830Letter Agreement • December 21st, 2020 • Blue Water 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 Blue Water Acquisition Corp., a Delaware corporation (the “Company”), Maxim Group LLC, as the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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”), and one redeemable warrant. Each 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 shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed b
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • December 21st, 2020 • Blue Water Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of December 15, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Blue Water Acquisition Corp., a Delaware corporation (the “Company”), and Blue Water Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
BLUE WATER ACQUISITION CORP.Blue Water Acquisition Corp. • December 21st, 2020 • Blank checks • New York
This letter agreement by and between Blue Water Acquisition Corp. (the “Company”) and Blue Water Sponsor LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-248569) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) the 12-month anniversary of the Effective Date (or up to 18 months from the Effective Date if the Company extends the period of time to consummate an initial business combination) (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement.
