SPONSOR WARRANTS PURCHASE AGREEMENT
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this Agreement), dated as of , 2021, is entered into by and between Build Acquisition Corp., a Delaware corporation (the Company), and Build Acquisition Sponsor LLC, a Delaware 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 share of Class A common stock of the Company, par value $0.0001 per share (a Share), and one-third of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Companys Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission, No. 333- (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act).
WHEREAS, the Purchaser has agreed to purchase, at a price of $1.50 per warrant, an aggregate of 4,000,000 warrants (and up to 4,400,000 warrants if the underwriters in the Public Offering exercise their over-allotment option in full) (the Private Placement Warrants), each Private Placement 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 Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the IPO Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 4,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $6,000,000 (the Purchase Price). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including to the trust account (the Trust Account), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Companys wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.
(ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an Over-allotment Closing Date, and each Over-allotment Closing Date (if any) and the IPO Closing Date, a Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the Over-allotment Purchase Price). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Companys wire instruction by