UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2021 • WinVest Acquisition Corp. • Blank checks • New York
The undersigned, WinVest Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2021 • WinVest Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among WinVest Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WinVest Acquisition Corp.WinVest Acquisition Corp. • September 8th, 2021 • Blank checks • Delaware
We are pleased to accept the offer WinVest SPAC LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”), of WinVest Acquisition Corp., a Delaware corporation (the “Company”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 8th, 2021 • WinVest Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [____], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among WinVest Acquisition Corp., a Delaware corporation (the “Company”), and WinVest SPAC LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2021 • WinVest Acquisition Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [__] day of [______], 2021, by and between WinVest Acquisition Corp., a Delaware corporation (the “Company”), and [__] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • September 8th, 2021 • WinVest Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of ________ __, 2021, by and between WinVest Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 8th, 2021 • WinVest Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between WinVest Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 8th, 2021 • WinVest Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (this “Agreement”), by and among WINVEST ACQUISITION CORP., a Delaware corporation (“Company”), and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
WinVest Acquisition Corp. Suite 301 Cambridge, MA 02140Letter Agreement • September 8th, 2021 • WinVest 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 WinVest Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets 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 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”), one right to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an initial business combination by the Company and one redeemable warrant to purchase one half (1/2) of one share of Common Stock (each, a “Warrant”). Each Warrant entitles
WinVest Acquisition Corp.WinVest Acquisition Corp. • September 8th, 2021 • Blank checks
This letter 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 WinVest Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), WinVest SPAC LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial and administrative support as may be required by the Company from time to time, situated at 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termi
