0001564590-21-005797 Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Kathryn E. Coffey (“Indemnitee”).

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INDEMNITY AGREEMENT
Indemnity Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Tracy B McKibben (“Indemnitee”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 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., in its capacity as investment adviser on behalf of its clients (“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 AGREEMENT
Warrant Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 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”).

WARRANTS PURCHASE AGREEMENT
Warrants Purchase Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware

THIS WARRANTS PURCHASE AGREEMENT, dated as of February 8, 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”).

SPONSOR WARRANTS PURCHASE AGREEMENT
Sponsor Warrants Purchase Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 8, 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”).

UNDERWRITING AGREEMENT
Underwriting Agreement • February 12th, 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.

ECP Environmental Growth Opportunities Corp. Summit, New Jersey 07901 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • February 12th, 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

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