REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2021 • Big Cypress Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January [__], 2021, is made and entered into by and between Big Cypress Acquisition Corp., a Delaware corporation (the “Company”) and Big Cypress Holdings LLC, a Delaware limited liability company (the “Sponsor” ) and Ladenburg Thalmann & Co. Inc. (together with employees of Ladenburg listed on the signature page hereof, “Ladenburg,” and collectively 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”).
WARRANT AGREEMENTWarrant Agreement • January 4th, 2021 • Big Cypress Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [________], 2021 is by and between Big Cypress 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 4th, 2021 • Big Cypress Acquisition Corp. • Blank checks • New York
10,000,000 Units Big Cypress Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 4th, 2021 • Big Cypress Acquisition Corp. • Blank checks • New York
The undersigned, Big Cypress Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you”, “Ladenburg”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
Big Cypress Acquisition Corp. Miami Beach, FL 33140Securities Subscription Agreement • January 4th, 2021 • Big Cypress Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 4, 2021 by and between Ladenburg Thalmann & Co. Inc., a Delaware corporation, and the other individuals set forth on the signature page attached hereto (collectively, the “Subscriber” or “you”), and Big Cypress Acquisition Corp., 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 28,750 shares of common stock, $0.0001 par value per share (the “Shares”), up to 10,781 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:
Big Cypress Acquisition Corp.Underwriting Agreement • January 4th, 2021 • Big Cypress 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 Big Cypress Acquisition Corp., a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co. Inc., 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s 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 sold in the Public Offering pursuant to a registra
INDEMNITY AGREEMENTIndemnification Agreement • January 4th, 2021 • Big Cypress Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [__], 2021, by and between Big Cypress Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 4th, 2021 • Big Cypress Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [__] day of December 2020, by and between Big Cypress Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 300 W. 41st Street, Suite 202, Miami Beach, FL 33140, and Big Cypress Holdings LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 300 W. 41st Street, Suite 202 Miami Beach, FL 33140.
Big Cypress Acquisition Corp.Administrative Support Agreement • January 4th, 2021 • Big Cypress Acquisition Corp. • Blank checks • New York
This letter agreement by and between Big Cypress Acquisition Corp. (the “Company”) and Big Cypress Holdings LLC (“BCH”), 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”):
