REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2021 • UTA Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among UTA Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and UTA Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (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, the “Holders” and, each, a “Holder”).
UTA ACQUISITION CORPORATIONUTA Acquisition Corp • November 10th, 2021 • Blank checks • New York
UTA Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer UTA Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and condition s, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise
INDEMNITY AGREEMENTIndemnity Agreement • November 10th, 2021 • UTA Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of , 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT UTA ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 10th, 2021 • UTA Acquisition Corp • Blank checks • New York
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • November 10th, 2021 • UTA Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between UTA Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and UTA Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
UTA Acquisition Corporation New York, NY 10010 Re:Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 10th, 2021 • UTA Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between UTA Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Pro
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • November 10th, 2021 • UTA Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between UTA Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UTA Acquisition Corporation 135 5th Avenue, 7th Floor New York, NY 10010Administrative Services Agreement • November 10th, 2021 • UTA Acquisition Corp • Blank checks • New York
