UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2021 • Black Mountain Acquisition Corp. • Blank checks • New York
Black Mountain Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. and Stephens Inc. (each a “Representative” and collective the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENT between BLACK MOUNTAIN ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 13, 2021Warrant Agreement • October 19th, 2021 • Black Mountain Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of October 13, 2021 is by and between Black Mountain 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2021 • Black Mountain Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 19th, 2021 • Black Mountain Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 13, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Black Mountain Acquisition Corp., a Delaware corporation (the “Company”), and Black Mountain Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 10th, 2021 • Black Mountain Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between BLACK MOUNTAIN ACQUISITION CORP., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2021 • Black Mountain Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2021, is made and entered into by and among Black Mountain Acquisition Corp., a Delaware corporation (the “Company”), Black Mountain Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders 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”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • September 10th, 2021 • Black Mountain Acquisition Corp. • Blank checks • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of February 10, 2021, is made and entered into by and between Black Mountain Acquisition Corp., a Delaware corporation (the “Company”), and Black Mountain Sponsor LLC, a Delaware limited liability company (the “Buyer”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2023 • Black Mountain Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Amended and Restated Investment Management Trust Agreement between Black Mountain Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of April 17, 2023 (as amended, 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. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Black Mountain Acquisition Corp. Fort Worth, TX 76102 EarlyBirdCapital, Inc. New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 19th, 2021 • Black Mountain 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 Black Mountain Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. and Stephens Inc. (the “Representatives”), as representatives of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 24,000,000 of the Company’s units (including up to an additional 3,600,000 units which 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 “Class A Common Stock”), and three quarters of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant
BLACK MOUNTAIN ACQUISITION CORP.Black Mountain Acquisition Corp. • September 10th, 2021 • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2021 • Black Mountain Acquisition Corp. • Blank checks • New York
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • November 8th, 2023 • Black Mountain Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of [•], 2023 by and among Black Mountain Acquisition Corp., a Delaware corporation (“BMAC”), Black Mountain Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”).
BLACK MOUNTAIN ACQUISITION CORP.Black Mountain Acquisition Corp. • October 19th, 2021 • Blank checks • New York
This letter agreement by and between Black Mountain Acquisition Corp. (the “Company”) and Black Mountain Sponsor LLC (“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”):
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 20th, 2023 • Black Mountain Acquisition Corp. • Blank checks
This Second Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of November 17, 2023 by and between Black Mountain Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) and amends and restates in its entirety that certain Amended and Restated Investment Management Trust Agreement, dated as of April 17, 2023, by and between the Company and the Trustee (the “Existing Agreement”).
