PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 18, 2021 (as it may from time to time be amended, this Agreement), is entered into by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the Company), and Angel Pond Partners LLC, a Cayman Island limited liability company (the Purchaser).
WHEREAS, the Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one Class A ordinary share, of par value $0.0001 per share, of the Company (a Share), and one-third of one redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Companys registration statement on Form S-1 related to the Public Offering (the Registration Statement); and
WHEREAS, the Purchaser has agreed to purchase from the Company an aggregate of 7,000,000 warrants (or up to 7,750,000 warrants depending on the extent to which the underwriters over-allotment option in connection with the Public Offering is exercised) (the Sponsor Warrants), each Sponsor Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Sponsor Warrants.
A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.
B. Purchase and Sale of the Sponsor Warrants.
(i) As payment in full for 7,000,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,000,000 (the Purchase Price), by wire transfer of immediately available funds in accordance with the Companys wiring instructions, at least one (1) business day prior to the initial closing of the Public Offering, or at such earlier date as the Company and the Purchaser may agree.
(ii) In the event that the underwriters over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 750,000 Sponsor Warrants (the Additional Sponsor Warrants), in the same proportion as the amount of the over-allotment option that is exercised, simultaneously with such purchase of Additional Sponsor Warrants. As payment in full for the Additional Sponsor Warrants then being purchased hereunder, at least one (1) business day prior to the applicable closing of all or any portion of the over-allotment option, or on such earlier date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds in accordance with the Companys wiring instructions.
(iii) The closing of the purchase and sale of the 7,000,000 Sponsor Warrants shall take place simultaneously with the initial closing of the Public Offering (the Initial Closing Date). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the applicable closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the Closing Dates and each, a Closing Date). The closing of the purchase and sale of each of the 7,000,000 Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of Cleary Gottlieb Steen & Hamilton, 1 Liberty Plaza, New York, New York, 10006, or such other place as may be agreed upon by the parties hereto.