UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), proposes to sell 30,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-quarter 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 4,500,000 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.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ● ], 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and [ ● ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ● ], 2021 by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____________, 2021, is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Goldman Sachs Asset Management, L.P. (“GSAM”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, GSAM and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January [ ● ], 2021, is by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ECP Environmental Growth Opportunities Corp. Summit, New Jersey 07901 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives (together, the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (including up to 4,500,000 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-quarter 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 adjus
FIRST AMENDMENT to FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
This First Amendment to Forward Purchase Agreement (this “Amendment”) is entered into as of January 31, 2021, among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients, including the Permitted Fund Assignees (the “Purchaser” and collectively with the Company and the Sponsor, the “Parties” and each a “Party”). Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Forward Purchase Agreement (as defined below).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January [ ● ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and ENNV Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF WARRANTS PURCHASE AGREEMENTForm of Warrants Purchase Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of [ ● ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients, including the Permitted Fund Assignees (as defined below) (the “Purchaser”).
ECP Environmental Growth Opportunities Corp. Summit, New Jersey 07901ECP Environmental Growth Opportunities Corp. • February 1st, 2021 • Blank checks • New York
This letter agreement by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Energy Capital Partners Management, LP, a Delaware limited partnership (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on a nationally recognized stock exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
