0001213900-21-037586 Sample Contracts

FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July [ ], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of July [__], 2021 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Rothesay Investment Sarl SPF (the “Forward Purchaser” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each, a “Holder” and collectively, the “Holders”).

AMENDED & RESTATED FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York

This Amended & Restated Forward Purchase Agreement (as the same may be further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of July 14, 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Rothesay Investment Sarl SPF (the “Purchaser”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Water by Nordic AB, a Swedish limited liability company (the “Purchaser”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Trust Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July [__], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited trust company (the “Trustee”).

WARRANT AGREEMENT
Warrant Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July [__], 2021, is by and between byNordic Acquisition Corporation, 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”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 7, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and byNordic Holdings LLC, a Delaware limited liability company (the “Purchaser”).

July [__], 2021 byNordic Acquisition Corporation
Letter Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement, dated as of July [__], 2021 (the “Underwriting Agreement”), entered into by and among byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Keefe, Bruyette & Woods, Inc. and Drexel Hamilton, LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 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-half 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 ad

Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 Sweden
Securities Purchase Agreement • July 20th, 2021 • byNordic Acquisition Corp • Blank checks • New York

This agreement (the “Agreement”) is entered into on the date hereof by and between byNordic Holdings LLC, a Delaware limited liability company (the “Purchaser” or “you”), and Water by Nordic AB, a Swedish company (the “Sponsor”, “we” or “us”). Pursuant to the terms hereof, the Sponsor hereby sells 2,041,141 shares of Class B common stock, $0.0001 par value per share (the “Founder Shares”), of byNordic Acquisition Corporation (the “Company”), up to 266,235 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Sponsor and the Purchaser’s agreements regarding such Founder Shares are as follows:

BYNORDIC ACQUISITION CORPORATION c/o Pir 29 Einar Hansens Esplanad 29
byNordic Acquisition Corp • July 20th, 2021 • Blank checks • New York

This letter agreement by and between byNordic Acquisition Corporation (the “Company”) and Water by Nordic AB (“WBN”), 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”):

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