THIS WARRANT AGREEMENT ( Agreement) is made as of December 17, 2020 between Golden Falcon Acquisition Corp., a Delaware corporation, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19711 (Company), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (Warrant Agent).
WHEREAS, the Company is engaged in an initial public offering (Public Offering) of up to 34,500,000 units, each unit (Unit) comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 17,250,000 warrants (the Public Warrants) to the public investors in connection with the Public Offering;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the SEC) a Registration Statements on Form S-1, File Nos. 333-251058 and 333-251448 (Registration Statement), and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (Securities Act), of, among other securities, the Public Warrants;
WHEREAS, the Company has received a binding commitment from Golden Falcon Sponsor Group, LLC (the Sponsor) to purchase redeemable warrants and, in connection therewith, will issue and deliver up to 8,900,000 redeemable warrants (the Private Warrants) upon consummation of the Public Offering;
WHEREAS, the Company may issue up to an additional 1,500,000 redeemable warrants in satisfaction of certain working capital loans made by the Companys officers, directors, initial stockholders (as defined in the Prospectus) and their affiliates (Working Capital Warrants);
WHEREAS, following consummation of the Public Offering, the Company may issue additional warrants (Post IPO Warrants and collectively with the Public Warrants, Private Warrants and Working Capital Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination (defined below);
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.