12,500,000 Units EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [________], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LRT Capital1 LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____], 2021, is by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (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 • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2021, by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
European Sustainable Growth Acquisition Corp. 73 Arch Street, 3rd Floor Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 4th, 2021 • European Sustainable Growth 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 between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration s
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [________], 2021, is made and entered into by and among European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [________], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [______] (the “Purchaser”).
EARLYBIRDCAPITAL, INC. New York, New York 10017European Sustainable Growth Acquisition Corp. • January 4th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. and ABN AMRO Securities (USA) LLC (each an “Advisor” and collectively the “Advisors”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-_______) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP.European Sustainable Growth Acquisition Corp. • January 4th, 2021 • Blank checks • New York
This letter agreement by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LRT Capital1 LLC, 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 LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
