AltC Acquisition Corp. 45,000,000 Shares of Class A Common Stock[1] UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2021 • AltC Acquisition Corp. • Blank checks • New York
ALTC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021Warrant Agreement • March 15th, 2021 • AltC Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021 is by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 2021 • AltC Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019Securities Subscription Agreement • March 15th, 2021 • AltC Acquisition Corp. • New York
We are pleased to accept the offer AltC Sponsor LLC (the “Subscriber” or “you”) has made to purchase 43,125,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 5,625,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of AltC Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2024 • Oklo Inc. • Electric services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________________ between Oklo Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2021 • AltC Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 7, 2021, is made and entered into by and among AltC Acquisition Corp., a Delaware corporation (the “Company”), AltC Sponsor 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification Agreement • July 12th, 2021 • AltC Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 7, 2021 by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 12th, 2021 • AltC Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 7, 2021 by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2021 • AltC Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among AltC Acquisition Corp., a Delaware corporation (the “Company”), AltC Sponsor 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 15th, 2021 • AltC Acquisition Corp. • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (this “Agreement”), is entered into by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and AltC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AltC Acquisition Corp.Underwriting Agreement • July 12th, 2021 • AltC 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 AltC Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 (including up to 6,000,000 shares that may be purchased to cover over-allotments, if any) shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) The Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
Employment AgreementEmployment Agreement • May 16th, 2024 • Oklo Inc. • Electric services • Massachusetts
This Employment Agreement (this “Agreement”) is entered into by and between Caroline Cochran (the “Executive,” “you” or “they”) and Oklo Inc., a Delaware corporation (the “Company”), and replaces and supersedes the offer letter between the Executive and Oklo Technologies, Inc. (formerly known as Oklo Inc.), a wholly owned subsidiary of the Company (“Oklo Tech”), dated March 30, 2024 (the “Prior Agreement”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 12th, 2021 • AltC Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES AGREEMENT, dated as of July 7, 2021 (this “Agreement”), is entered into by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and AltC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2024 • AltC Acquisition Corp. • Electric services
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2024 (the “Effective Date”) by and between Jacob DeWitte (the “Executive” or “you”) and OKLO INC., a Delaware corporation (the “Company”), and, as of the Effective Date, replaces and supersedes the offer letter between the Executive and Company, dated June 1, 2015, and as amended on November 8, 2018 (the “Prior Agreement”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among ALTC ACQUISITION CORP., ALTC MERGER SUB, INC., and OKLO INC. dated as of July 11, 2023Merger Agreement • July 11th, 2023 • AltC Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 11, 2023, by and among AltC Acquisition Corp., a Delaware corporation (“SPAC”), AltC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub”), and Oklo Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
AltC Acquisition Corp. New York, NY 10019Administrative Services Agreement • March 15th, 2021 • AltC Acquisition Corp. • New York
ContractSafe (Simple Agreement for Future Equity) • September 27th, 2023 • AltC Acquisition Corp. • Blank checks
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
AltC Acquisition Corp. New York, NY 10019Administrative Services Agreement • March 31st, 2022 • AltC Acquisition Corp. • Blank checks • New York
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 13th, 2023 • AltC Acquisition Corp. • Electric services
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 5, 2023, by and between AltC Acquisition Corp., a Delaware corporation (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).
OKLO INC. OMNIBUS AMENDMENT TO SAFES July 11, 2023Omnibus Amendment to Safes • April 15th, 2024 • AltC Acquisition Corp. • Electric services
This Omnibus Amendment (this “Amendment”) to SAFEs (as defined below) is entered into as of July 11, 2023, by and among Oklo Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto (each, an “Investor,” and, together, the “Investors”).
AltC Acquisition Corp. 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Sponsor Agreement Ladies and Gentlemen:Sponsor Agreement • July 11th, 2023 • AltC Acquisition Corp. • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among AltC Acquisition Corp., a Delaware corporation (“SPAC”), AltC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub”), and Oklo Inc., a Delaware corporation (the “Company”), and hereby amends and restates in their entirety (a) each of those certain letter agreements, dated July 7, 2021, from each of the persons undersigned thereto to SPAC (as may be amended from time to time, collectively, the “July 7 Letter Agreements”) and (b) that certain letter agreement, dated November 10, 2021, from Peter Lattman to SPAC (as may be amended from time to time, the “November 10 Letter Agreement” and, together with the July 7 Letter Agreements, the “Prior Letter Agreements”). Capitalized terms used but not otherwise defined herein shall have the re
SUBLEASESublease • September 27th, 2023 • AltC Acquisition Corp. • Blank checks
THIS SUBLEASE is entered into September 10, 2021, between Paxio, Inc., a California corporation (“Landlord”) and Oklo Inc., a Delaware corporation (“Tenant”).
OKLO INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 27th, 2023 • AltC Acquisition Corp. • Blank checks • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 8th day of November, 2018, by and among Oklo Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement (as defined below)) that becomes a party to this Agreement in accordance with Subsection 6.9 hereof.
Surrender of Shares and Amendment No. 2 to the Securities Subscription AgreementSecurities Subscription Agreement • May 7th, 2021 • AltC Acquisition Corp. • Blank checks • New York
This Surrender of Shares and Amendment No.2 to the Securities Subscription Agreement, dated May 7, 2021 (this “Agreement”), is made by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and AltC Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
Employment AgreementEmployment Agreement • May 16th, 2024 • Oklo Inc. • Electric services • California
This Employment Agreement (this “Agreement”) is entered into by and between Craig Bealmear (the “Executive,” “you” or “they”) and Oklo Inc., a Delaware corporation (the “Company”), and replaces and supersedes the offer letter between the Executive and Oklo Technologies, Inc. (formerly known as Oklo Inc.), a wholly owned subsidiary of the Company (“Oklo Tech”), dated August 1, 2023 (the “Prior Agreement”).
Surrender of Shares and Amendment No. 1 to the Securities Subscription AgreementSecurities Subscription Agreement • March 15th, 2021 • AltC Acquisition Corp. • New York
This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated March 9, 2021 (this “Agreement”), is made by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and AltC Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
AltC Acquisition Corp.Administrative Services Agreement • July 12th, 2021 • AltC Acquisition Corp. • Blank checks • New York
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 27th, 2023 • AltC Acquisition Corp. • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of July 11, 2023, by and among the Person named on the signature page hereto (the “Stockholder”), AltC Acquisition Corp., a Delaware corporation (“SPAC”), and Oklo Inc., a Delaware corporation (the “Company”). For purposes of this Agreement, SPAC, the Company and the Stockholder are each a “Party” and collectively the “Parties.” Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2024 • Oklo Inc. • Electric services • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “A&R Registration Rights Agreement”), dated as of May 9, 2024 (the “Effective Date”), is made by and among (i) Oklo Inc. (f/k/a AltC Acquisition Corp.), a Delaware corporation (“PubCo”); (ii) each of the Persons identified on the signature pages hereto or on the signature pages to a joinder in the form attached to this A&R Registration Rights Agreement as Exhibit A under the heading “Company Shareholders” or “Insiders” (collectively, the “Company Shareholders”) and; (iii) AltC Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Each of PubCo, the Company Shareholders and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties.”
