15,000,000 Units ASTREA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
Astrea Acquisition Corp., a Delaware corporation (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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Astrea Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2021 • Astrea Acquisition Corp. • Blank checks • Delaware
This Agreement, made and entered into effective as of [●], 2021 (“Agreement”), by and between Astrea Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
EARLYBIRDCAPITAL, INC. New York, New York 10017Astrea Acquisition Corp. • January 26th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Astrea Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock 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- 252010) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • January 26th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Astrea Acquisition Corp., a Delaware corporation, with offices at 55 Ocean Lane Drive, Apt. 3021, Key Biscayne, FL 33149 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
Astrea Acquisition Corp. Key Biscayne, FL 33149Letter Agreement • January 26th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Astrea Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (“Warrant”), each whole Warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 26th, 2021 • Astrea Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among Astrea Acquisition Corp., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
Astrea Acquisition Corp. 55 Ocean Lane Drive, Apt. 3021 Key Biscayne, FL 33149Astrea Acquisition Corp. • January 26th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Astrea Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Astrea Acquisition Sponsor LLC (the “Sponsor”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 55 Ocean Lane Drive, Apt. 3021, Key Biscayne, Florida 33149 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date
