INDEMNITY AGREEMENTIndemnification Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between William Rowland Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of ________, 2021 between Williams Rowland Acquisition Corp., a Delaware corporation, with offices at 450 Post Road East, Westport Connecticut, 06880 (“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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Williams Rowland 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 to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Williams Rowland Acquisition Corp., a Delaware corporation (the “Company”), Williams Rowland Sponsor LLC, a Delaware limited liability company, and Wrac Ltd, a Guernsey company (collectively, the “Sponsor” and the “Founders”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of the Founders 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”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Williams Rowland Acquisition Corp., a Delaware corporation (the “Company”) and Williams Rowland Sponsor LLC , a Delaware limited liability company (the “Purchaser”).
WILLIAMS ROWLAND ACQUISITION CORP. WESTPORT, CT 06880Securities Subscription Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on _________, 2021 by and between ____________., a Delaware limited liability company (the “Subscriber”), Williams Rowland Sponsor LLC and Wrac Ltd. (collectively, the “Sponsor”), and Williams Rowland Acquisition Corp., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Sponsor hereby accepts the offer the Subscriber has made to purchase 125,000 shares of common stock, $0.0001 par value per share of the Company (the “Shares”), all of which are subject to forfeiture by Subscriber if Subscriber does not submit an indication of interest in the initial public offering (“IPO”) of units (“Units”) of the Company. The Company, the Sponsor’s and the Subscriber’s agreements regarding such Shares are as follows:
Williams Rowland Acquisition CorpSubscription Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Williams Rowland Sponsor LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”), of Williams Rowland Acquisition Corp., a Delaware corporation (the “Company”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. Unless the context otherwise requires, as used herein “Securities” shall refer to the Founder Shares and shall be deemed to include any shares of Common Stock issued upon conversion of the Shares. The terms on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s
Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880Underwriting Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between William Rowland Acquisition Corp, a Delaware corporation (the “Company”), and Oppenheimer & Co., Inc. (the “Underwriter”), 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 the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each whole 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 registration statement on Form S-1 and prospectus (the “Prospectus”) filed by t
Underwriting AgreementUnderwriting Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks • New York
Williams Rowland Acquisition Corp., a newly formed blank check company formed as a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Oppenheimer & Co. Inc. (the “Underwriter”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 3,000,000 additional units (the “Optional Units,” and the Optional Units, if any, that the Underwriter elects to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
Williams Rowland Acquisition Corp.Administrative Support Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks • New York
This letter agreement by and between Williams Rowland Acquisition Corp. (the “Company”) and [Affiliate’s name] (“Provider”), 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”):
Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880Underwriting Agreement • July 12th, 2021 • Williams Rowland Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between William Rowland Acquisition Corp, a Delaware corporation (the “Company”), and Oppenheimer & Co., Inc. (the “Underwriter”), 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 the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each whole 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 registration statement on Form S-1 and prospectus (the “Prospectus”) filed by t
