REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2020, is made and entered into by and among Dune Acquisition Corporation, a Delaware corporation (the “Company”), Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (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”).
WARRANT AGREEMENTWarrant Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 17, 2020, is by and between Dune Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 17, 2020 by and between Dune Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between DUNE ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: December 17, 2020 DUNE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
The undersigned, Dune Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald& Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Dune Acquisition CorporationUnderwriting Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Dune Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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 “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined bel
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 17, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Dune Acquisition Corporation, a Delaware corporation (the “Company”), and Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
DUNE ACQUISITION CORPORATIONAdministrative Services Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and among Dune Acquisition Corporation (the “Company”) and Dune Acquisition Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
