UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • New York
Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), proposes to sell 22,500,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,375,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters. To the extent that there are no additional Underwriters listed on Schedule I, the term Underwriters as used herein
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between QUEEN’S GAMBIT GROWTH CAPITAL and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021Warrant Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (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”).
SECURITIES SUBSCRIPTION AGREEMENT December 9, 2020Securities Subscription Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • New York
This Securities Subscription Agreement (this “Agreement”), effective as of December 9, 2020, is made and entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between QUEEN’S GAMBIT GROWTH CAPITAL, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021 is made and entered into by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (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”).
Queen’s Gambit Growth Capital New York, NY 10001Underwriting Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • 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 Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of [ ] of the Company’s units (including up to [ ] units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
QUEEN’S GAMBIT GROWTH CAPITALAdministrative Services Agreement • December 29th, 2020 • Queen's Gambit Growth Capital • Blank checks • New York
