30,000,000 Units Colicity Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 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-A and Schedule I-B hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 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 4,500,000 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-A and Schedule I-B other than you, the term Representatives as used herein shall mean you, as Underwriters, an
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 1st, 2021 • Colicity Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 23, 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 • March 1st, 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 34,500,000 of the Company’s units (including up to 4,500,000 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 • March 1st, 2021 • Colicity Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 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 • March 1st, 2021 • Colicity Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 23, 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 • March 1st, 2021 • Colicity Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 23, 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. Kirkland, WA 98033Letter Agreement • March 1st, 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”):
