REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made and entered into by and among Relativity Acquisition Corp., a Delaware corporation (the “Company”), Relativity Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), A.G.P./Alliance Global Partners (the “Representative”, and together with the Sponsor and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
WARRANT AGREEMENTWarrant Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Relativity Acquisition Corp., 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”).
12,500,000 Units RELATIVITY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • New York
Relativity Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
Relativity Acquisition Corp. c/o 3753 Howard Hughes Pkwy, Suite 200f Las Vegas, NV 89169Underwriting Agreement • January 28th, 2022 • Relativity Acquisition Corp • 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 Relativity Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, 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 12,500,000 of the Company’s units (including up to 14,375,000 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 redeemable warrant. Each whole warrant (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 sold in the Public Offering pursuant to a registration sta
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022, by and between Relativity Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
New York, NY 10022Advisory Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Relativity Acquisition Corp., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to serve as the Company’s advisor in connection with the Company’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-262156), as amended, filed with the Securities and Exchange Commission (“Registration Statement”) in connection with the Company’s initial public offering (“IPO”).
INDEMNITY AGREEMENTIndemnification Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Relativity Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between Relativity Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at c/o 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169, and Relativity Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at c/o 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169.
Relativity Acquisition Corp. c/o 3753 Howard Hughes Pkwy Suite 200 Las Vegas, NV 89169Administrative Support Agreement • January 28th, 2022 • Relativity Acquisition Corp • Blank checks • New York
