NAMASTE WORLD ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2021 • Namaste World Acquisition Corp • Blank checks • New York
Namaste World Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • October 26th, 2021 • Namaste World Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Namaste World Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Namaste World Acquisition Corporation 44320 Osgood Road Fremont, CA 94539Namaste World Acquisition Corp • October 26th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 18, 2021, by and between Namaste World Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Namaste World Acquisition Corporation, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 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 Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • October 26th, 2021 • Namaste World Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2021, by and between Namaste World Acquisition Corporation, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
Namaste World Acquisition Corporation Wilmington, DE 19810-0429 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 26th, 2021 • Namaste World Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Namaste World Acquisition Corporation, a Delaware corporation (the “Company”) and EF Hutton, a division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), 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 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 adjustment. The Units will be
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2021 • Namaste World Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Namaste World Acquisition Corporation, a Delaware corporation (the “Company”), Namaste World Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”)and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Anchor Investors 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 • October 26th, 2021 • Namaste World Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Namaste World Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • October 26th, 2021 • Namaste World Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [_____], 2021, by and between Namaste World Acquisition Corporation, a Delaware corporation (the “Company”), having its principal place of business at 3524 Silverside Road, Suite 35B, Wilmington, DE 19810, and Namaste World Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 3524 Silverside Road, Suite 35B, Wilmington, DE 19810.
INVESTMENT AGREEMENTInvestment Agreement • October 26th, 2021 • Namaste World Acquisition Corp • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of October [●], 2021, is by and, except as otherwise indicated, among (i) Namaste World Acquisition Corporation, a Delaware corporation (the “SPAC”), (ii) Namaste World Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”).
Namaste World Acquisition CorporationNamaste World Acquisition Corp • October 26th, 2021 • Blank checks • New York
This letter agreement by and between Namaste World Acquisition Corporation (the “Company”) and Namaste World Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start 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”):
