REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2021 • Clarim Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2021, is made and entered into by and among Clarim Acquisition Corp., a Delaware corporation (the “Company”), Clarim Partners, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Clarim Acquisition Corp. New York, NY 10016Securities Subscription Agreement • November 27th, 2020 • Clarim Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between Clarim Partners, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Clarim Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture 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:
Clarim Acquisition Corp. New York, NY 10016 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 3rd, 2021 • Clarim Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Clarim Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registra
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2021 • Clarim Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Clarim Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 13th, 2021 • Clarim Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2021, by and between Clarim Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
WARRANT AGREEMENT between CLARIM ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 3rd, 2021 • Clarim Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 28, 2021, is by and between Clarim Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
25,000,000 Units Clarim Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2021 • Clarim Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 3rd, 2021 • Clarim Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 28, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Clarim Acquisition Corp., a Delaware corporation (the “Company”), and Clarim Partners, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between CLARIM ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 22nd, 2021 • Clarim Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Clarim Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
25,000,000 Units Clarim Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2021 • Clarim Acquisition Corp. • Blank checks • New York
Introductory. Clarim Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2022 • Clarim Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 7 2022, is made by and between Clarim Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Clarim Acquisition Corp.Administrative Support Agreement • February 3rd, 2021 • Clarim Acquisition Corp. • Blank checks • New York
This letter agreement by and between Clarim Acquisition Corp. (the “Company”) and Clarim Holdings, LLC (“Clarim Holdings”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-252086) (the “Registration Statement”) is declared effective (the “Effective Date”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Clarim Acquisition Corp.Administrative Support Agreement • January 13th, 2021 • Clarim Acquisition Corp. • Blank checks • New York
This letter agreement by and between Clarim Acquisition Corp. (the “Company”) and Clarim Partners, LLC (“Clarim Partners”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. ) (the “Registration Statement”) is declared effective (the “Effective Date”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
