REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (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, the “Holders” and, each, a “Holder”).
NOBLE ROCK ACQUISITION CORPORATIONSecurities Subscription Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Noble Rock Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares (the “Shares”), US$0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”) For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requir
INDEMNITY AGREEMENTIndemnity Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • Delaware
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, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Noble Rock Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Noble Rock Acquisition CorporationUnderwriting Agreement • January 12th, 2021 • Noble Rock 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 or proposed to be entered into by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 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 (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be so
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Noble Rock Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENT NOBLE ROCK ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Noble Rock Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807Administrative Services Agreement • January 12th, 2021 • Noble Rock Acquisition Corp • Blank checks • New York
