UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2021 • Constellation Acquisition Corp I • Blank checks • New York
Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the “Public Units” or the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean e
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 29th, 2021 • Constellation Acquisition Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 26, 2021, by and between CONSTELLATION ACQUISITION CORP I, a Cayman Islands exempted company (the “Company”), and Thomas Stapp (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • January 29th, 2021 • Constellation Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 26, 2021, is by and between Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2021 • Constellation Acquisition Corp I • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of November 23, 2020, is made and entered into by and between Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Klaus Kleinfeld (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2021 • Constellation Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 26, 2021 by and between Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Constellation Acquisition Corp I Suite 407A Port Chester, NY 10573Underwriting Agreement • January 29th, 2021 • Constellation Acquisition Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities, Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment
INVESTMENT AGREEMENT by and among CONSTELLATION ACQUISITION CORP I, CONSTELLATION SPONSOR GMBH & CO. KG, and ENDURANCE CONSTELLATION, LLC Dated as of January 26, 2023Investment Agreement • February 1st, 2023 • Constellation Acquisition Corp I • Blank checks • Delaware
THIS INVESTMENT AGREEMENT, dated as of January 26, 2023 (this “Agreement”) is made by and among Constellation Acquisition Corp I, a Cayman Islands exempted company (the “SPAC”), Constellation Sponsor GmbH & Co. KG, a German limited partnership (the “Sponsor”), and Endurance Constellation, LLC, a Delaware limited liability company (the “Investor”). The SPAC, the Sponsor and the Investor shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2021 • Constellation Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2021, is made and entered into by and among Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Constellation Sponsor GmbH & Co. KG, a German limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 8th, 2021 • Constellation Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [·], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature page hereto under “Purchasers” (the “Purchasers”) and in Schedule A hereto.
AMENDMENT TO THE LETTER AGREEMENTLetter Agreement • February 1st, 2023 • Constellation Acquisition Corp I • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”), dated as of January 30, 2023, is entered into by and between Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Constellation Sponsor GmbH & Co. KG, a German limited partnership (the “Sponsor”) and each of the undersigned (the “Insiders”). The Company, the Sponsor and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 29th, 2021 • Constellation Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature page hereto under “Purchasers” (the “Purchasers”) and in Schedule A hereto.
CONSTELLATION ACQUISITION CORP I Suite 407A Port Chester, NY 10573Administrative Services Agreement • January 8th, 2021 • Constellation Acquisition Corp I • Blank checks • New York
This letter agreement (this “Agreement”) by and between Constellation Acquisition Corp I (the “Company”) and Constellation Sponsor GmbH & Co. KG (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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”):
CONSTELLATION ACQUISITION CORP I Suite 407A Port Chester, NY 10573Administrative Services Agreement • January 29th, 2021 • Constellation Acquisition Corp I • Blank checks • New York
This letter agreement (this “Agreement”) by and between Constellation Acquisition Corp I (the “Company”) and Constellation Sponsor GmbH & Co. KG (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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”):
Constellation Acquisition Corp I JOINDER to LETTER AGREEMENT January 30, 2023Letter Agreement • March 29th, 2024 • Constellation Acquisition Corp I • Blank checks
This joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.
Constellation Acquisition Corp I Suite 407A Port Chester, NY 10573Underwriting Agreement • January 8th, 2021 • Constellation Acquisition Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Constellation Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities, Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment
