Arena Fortify Acquisition Corp.Arena Fortify Acquisition Corp. • April 19th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on February 22, 2021 by and between Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other series of Company common stock, the “Common Stock”), up to 750,000 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:
INDEMNITY AGREEMENTIndemnity Agreement • April 19th, 2021 • Arena Fortify Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ________, 2021, by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 19th, 2021 • Arena Fortify Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 19th, 2021 • Arena Fortify Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Arena Fortify Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of April [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 19th, 2021 • Arena Fortify Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Intrepid Financial Partners, L.L.C., a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between CONTINENTAL STOCK TRANSFER & TRUST COMPANY and ARENA FORTIFY ACQUISITION CORP.Warrant Agreement • April 19th, 2021 • Arena Fortify Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2021, is by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ARENA FORTIFY ACQUISITION CORP. 20,000,000 Units Underwriting AgreementArena Fortify Acquisition Corp. • April 19th, 2021 • Blank checks • New York
Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • April 19th, 2021 • Arena Fortify Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2021, by Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”), and Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and Cowen Investments II LLC (“Cowen”) and Intrepid Financial Partners, L.L.C. (“Intrepid” and together with Cowen and the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders”).
Arena Fortify Acquisition Corp. 405 Lexington Avenue, 59th Floor New York, NY 10174 Cowen and Company, LLC 599 Lexington Avenue, Suite 20 New York, NY 10022Letter Agreement • April 19th, 2021 • Arena Fortify Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”) and Cowen and Company, LLC, as the representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INTREPID PARTNERS, LLC 1201 Louisiana Street, Suite 600 Houston, TX 77002Arena Fortify Acquisition Corp. • April 19th, 2021 • Blank checks • New York
same, and shall be fully indemnified by the Company therefor, including for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2021 • Arena Fortify Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of March 19, 2021, is made and entered into by and between Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Seller”), Intrepid Financial Partners, L.L.C., a Delaware limited liability company (the “Purchaser”) and for the limited purposes applicable to them set forth herein, Arena Fortify Acquisition Corp., a Delaware corporation (the “Company”).
