WARRANT AGREEMENT between Z-WORK ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 22nd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Z-Work 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 • January 22nd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Z-Work Acquisition Corp. (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 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.
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 22nd, 2021 • Z-Work Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Z-Work Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Z-Work Acquisition Corp. New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 22nd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
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 Z-Work Acquisition Corp., a Delaware corporation (the “Company”) and Jefferies LLC, 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 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Z-Work Acquisition Corp., a Delaware corporation (the “Company”), Z-Work Holdings LLC, a Delaware limited liability company (the “Sponsor”), and Jefferies LLC (“Jefferies”, and, 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”).
20,000,000 Units Z-WORK ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2021 • Z-Work Acquisition Corp. • Blank checks • New York
Introductory. Z-Work Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”, “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 22nd, 2021 • Z-Work Acquisition Corp. • Blank checks • Delaware
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 Z-Work Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC, a Delaware limited liability company (the “Purchaser”).
Z-Work Acquisition Corp.Z-Work Acquisition Corp. • January 22nd, 2021 • Blank checks • New York
This letter agreement by and between Z-Work Acquisition Corp. (the “Company”) and Z-Work Holdings LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
