REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2021 • WODA Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June __, 2021, is made and entered into by and among WODA Corp, a Delaware corporation (the “Company”), WODA LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together 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”).
RE: Securities Subscription AgreementWODA Corp • July 28th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on 23 April 2021 by and between WODA LLC, a Delaware limited liability company (the “Subscriber” or “you”), and WODA 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 2,875,000 shares of Class B common stock, $0.000001 par value per share (the “Shares”), up to 375,000 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:
WARRANT AGREEMENTWarrant Agreement • July 28th, 2021 • WODA Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June ___, 2021, is by and between WODA Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • July 28th, 2021 • WODA Corp • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2021, by and between WODA Corp, a Delaware corporation (the “Company”), and __________, an individual (“Indemnitee”).
WODA Corp Wilmington, DE 19805Letter Agreement • July 28th, 2021 • WODA 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 between WODA Corp, a Delaware corporation (the “Company”), and EF Hutton, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 10,000,000 of the Company’s units (including 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 $0.000001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW WODA CORP Incorporated under the Laws of the State of DelawareWODA Corp • July 28th, 2021 • Blank checks
This Warrant Certificate certifies that ______________________________, or registered assigns, is the registered holder of ____________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.000001 par value per share (“Common Stock”), of WODA Corp, a Delaware corporation (the “Company”).
WODA CORP 1013 Center Road, Suite 403-B Wilmington, DE 19805Letter Agreement • July 28th, 2021 • WODA Corp • Blank checks • Delaware
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of WODA Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
