INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 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 October [●], 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.
ARENA FORTIFY ACQUISITION CORP. 15,000,000 Units Underwriting AgreementArena Fortify Acquisition Corp. • October 29th, 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 15,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 2,250,000 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 • October 29th, 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”), Cowen Investments II LLC (“Cowen”), Intrepid Financial Partners, L.L.C. (“Intrepid” and, together with the Sponsor and Cowen, the “Founders”) and the director nominees identified on the signature page hereto (the “Director Transferees” and, together with the Sponsor, Cowen, Intrepid and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders”).
INTREPID PARTNERS, LLC 1201 Louisiana Street, Suite 600 Houston, TX 77002Arena Fortify Acquisition Corp. • October 29th, 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.
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 10022Arena Fortify Acquisition Corp. • October 29th, 2021 • 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-half 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 11 hereof.
WARRANT AGREEMENT between CONTINENTAL STOCK TRANSFER & TRUST COMPANY and ARENA FORTIFY ACQUISITION CORP.Warrant Agreement • October 29th, 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”).
