INDEMNITY AGREEMENTIndemnity Agreement • September 8th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September , 2020, by and between Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 27, 2020 by and between Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
57,500,000 Units Bluescape Opportunities Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • Texas
Bluescape Opportunities Acquisition Corp. Houston, Texas 77002Bluescape Opportunities Acquisition Corp. • September 8th, 2020 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on July 10, 2020 by and between Bluescape Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 20,125,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 2,625,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 2nd, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2020, is made and entered into by and among Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Bluescape Sponsor LLC, a Delaware limited liability company (the “Sponsor”), ZP Master Utility Fund, Ltd., a Cayman Islands exempted company (“Zimmer”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, Zimmer and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Bluescape Opportunities Acquisition Corp. Dallas, Texas 75201 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 2nd, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 66,125,000 of the Company’s units (including 8,625,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospectu
WARRANT AGREEMENT BLUESCAPE OPPORTUNITIES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 27, 2020Warrant Agreement • November 2nd, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 27, 2020, is by and between Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 27th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October , 2020 by and between Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 8th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September , 2020, is entered into by and between Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Bluescape Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 2nd, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of October 27, 2020, by and among Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Bluescape Sponsor LLC, a Delaware Limited Liability Company (the “Purchaser”).
Bluescape Opportunities Acquisition Corp. Dallas, Texas 75201 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 8th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 80,500,000 of the Company’s units (including 10,500,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospec
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 2nd, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 27, 2020, is entered into by and among Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Bluescape Sponsor LLC, a Delaware limited liability company, and ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (each, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2022 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 22, 2022, by and between Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
BLUESCAPE OPPORTUNITIES ACQUISITION CORP.Bluescape Opportunities Acquisition Corp. • September 8th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Bluescape Opportunities Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Bluescape Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 200 Crescent Court, 19th Floor, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly
BLUESCAPE OPPORTUNITIES ACQUISITION CORP.Bluescape Opportunities Acquisition Corp. • November 2nd, 2020 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Bluescape Opportunities Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Bluescape Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 200 Crescent Court, 19th Floor, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October , 2020, is entered into by and among Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Bluescape Sponsor LLC, a Delaware limited liability company, and ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (each, a “Purchaser” and collectively, the “Purchasers”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2021 • Bluescape Opportunities Acquisition Corp. • Blank checks
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
