27,500,000 Units Colicity Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • Colicity Inc. • Blank checks • New York
Colicity Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 27,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,125,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean eith
INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • Colicity Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of February [__], 2021, by and between Colicity, Inc., a Delaware corporation, (the “Company”), and __________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • Colicity Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Colicity Inc., a Delaware corporation (the “Company”), and X-icity Holdings Corporation, a Washington corporation (the “Purchaser”).
Colicity Inc. Kirkland, WA 98033Letter Agreement • February 12th, 2021 • Colicity Inc. • 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 Colicity Inc., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and PJT Partners LP (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 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-fifth 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 below). The Units will be sold in the Public Offering pursuant to a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • Colicity Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February [__], 2021, is made and entered into by and among Colicity Inc., a Delaware corporation (the “Company”), X-icity Holdings Corporation, a Washington corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • Colicity Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [________], 2021 by and between Colicity Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 12th, 2021 • Colicity Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February [__], 2021, is by and between Colicity Inc., 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”).
Colicity Inc. 2300 Carillon Point Kirkland, WA 98033Colicity Inc. • February 12th, 2021 • Blank checks • Delaware
Colicity Inc., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Pendrell Holicity Holding Corporation, a Delaware corporation (“Subscriber” or “you”), to purchase 7,187,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
COLICITY INC. Kirkland, WA 98033Letter Agreement • February 12th, 2021 • Colicity Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Colicity Inc. (the “Company”) and X-icity Holdings Corporation (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”):
