CATEGORY LEADER PARTNER CORPORATION 1 New York, NY 10019Category Leader Partner Corp 1 • February 19th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 3, 2021 by and between Category Leader Partner Sponsor 1, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Category Leader Partner Corporation 1, 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 5,750,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 750,000 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:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2021 • Category Leader Partner Corp 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____________, 2021, is made and entered into by and among Category Leader Partner Corporation 1, a Delaware corporation (the “Company”), Category Leader Partner Sponsor 1, LLC, a Delaware limited liability company (the “Sponsor”), and 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 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 22nd, 2021 • Category Leader Partner Corp 1 • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2021, by and between Category Leader Partner Corporation 1, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
Category Leader Partner Corporation 1 23,000,000 Units UNDERWRITING AGREEMENTCategory Leader Partner Corp 1 • March 22nd, 2021 • Blank checks • New York
Category Leader Partner Corporation 1, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereo
FORM OF WARRANT AGREEMENT between CATEGORY LEADER PARTNER CORPORATION 1 and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of , 2021Warrant Agreement • March 31st, 2021 • Category Leader Partner Corp 1 • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Category Leader Partner Corporation 1, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Category Leader Partner Corporation 1 New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 22nd, 2021 • Category Leader Partner Corp 1 • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Category Leader Partner Corporation 1, a Delaware corporation (the “Company”), and Citigroup Global Markets, Inc., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 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-half of one 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 shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2021 • Category Leader Partner Corp 1 • Blank checks • New York
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 22nd, 2021 • Category Leader Partner Corp 1 • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Category Leader Partner Corporation 1, a Delaware corporation (the “Company”), and Category Leader Partner Sponsor 1, LLC, a Delaware limited liability company (the “Purchaser”).
