initial Business Combination (as defined below) or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a warrant may not be exercised for a fractional share. As used herein, the term Business Combination (as described more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
The Company has entered into an Investment Management Trust Agreement, effective as of , 2021, with Continental Stock Transfer & Trust Company (CST), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the Trust Agreement), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the Trust Account) for the benefit of the Company, the Underwriters and the holders of the Underwritten Securities and the Option Securities, if and when issued.
The Company has entered into a Warrant Agreement, effective as of , 2021, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the Warrant Agreement), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants.
The Company has entered into a Securities Subscription Agreement, dated as of December 7, 2020 (the Founders Purchase Agreement), with Independence Sponsor LLC, a Cayman Islands limited liability company (the Sponsor), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the Founder Shares), for an aggregate purchase price of $25,000. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Prospectus.
The Sponsor has entered into a Securities Assignment Agreement, effective as of [●], 2021 (collectively, the Securities Assignment Agreement), with each of the Companys independent director nominees and an affiliate of the Companys chief executive officer (each, a Buyer), pursuant to which the Sponsor assigned an aggregate of [●] Founder Shares to the Buyers for an aggregate purchase price of $[●].
The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of , 2021 (the Warrant Subscription Agreement), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 7,800,000 warrants (or 8,600,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per Private Placement Warrant, each entitling the holder, upon exercise, to purchase one Ordinary Share (the Private Placement Warrants), for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Prospectus.
The Company has entered into a Registration and Shareholder Rights Agreement, dated as of , 2021, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the Registration Rights Agreement), pursuant to which the Company has granted certain registration rights in