8. 10. 2021 Od admin Off

Spac Sponsor Llc Agreement

The Promoter and all other holders of the founding shares generally undertake, at the time of the IPO, to vote in favour of the PSPC transaction all the founding shares they held and all public shares acquired during or after the IPO. As a result, at least 20% of PSPC`s outstanding shares will be required to vote in favour of a transaction, with only 37.5% of the public shares required to obtain a majority vote and approve the transaction. ClearThink and its sponsors have advised several teams of sponsors and teams of potential sponsors on the maze of decisions, regulations, structures and professionals and have represented target companies in the conduct of their mergers with SPACs. Stock exchange rules do not always require a vote by PSPC shareholders, but the structure of the PSPC transaction (e.g.B. If PSPC does not survive a merger or reschedule another jurisdiction), it may require a vote and if more than 20% of the eligible PSPC shares are issued as part of the PSPC transaction (to the target company`s seller, b. to PIPE investors or a combination), stock exchange rules require coordination of shareholders. This leads to most of PSPC`s operations involving a public vote of PSPC shareholders, which involves filing a proxy statement with the SEC, auditing and commenting by the SEC, sending the proxy statement to PSPC shareholders, and holding a shareholders` meeting. The proxy process can take three to five months or more from the date of signing of a final agreement for the PSPC transaction. In a number of recent PSPC ipOs, related companies of the sponsor or institutional investors have entered into an advance sales agreement with spac, in which they undertake to purchase equity (shares or shares) related to the PSPC transaction, to the extent that the additional funds required to complete the transaction are required.

In cases where the Forward Purchase obligation originates from a private equity fund or other investor with a limited investment mandate, it may be appropriate to subordinate the investor`s obligation to psPC`s transaction that fulfills the investor`s investment mandate. . . .