REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • Cedarlake Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2021, is made and entered into by and among Cedarlake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cedarlake Sponsor Ltd., a Cayman Islands limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto 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”).
Cedarlake Acquisition Corp. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2021 • Cedarlake Acquisition Corp. • Blank checks • New York
Cedarlake Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc. and Morgan Stanley & Co. LLC are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called 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, if any (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 on Schedule I other than you, the term Representatives as used herein shall mean you, each as an Underwriter, and the term Underwriter shall mean either the singular or plural as
INDEMNITY AGREEMENTIndemnity Agreement • June 21st, 2021 • Cedarlake Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Cedarlake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 21st, 2021 • Cedarlake Acquisition Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”), effective as of March 11, 2021, is made and entered into by and between Cedarlake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cedarlake Sponsor Ltd., a Cayman Islands exempted company (the “Buyer”).
WARRANT AGREEMENT between CEDARLAKE ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • June 21st, 2021 • Cedarlake Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and between Cedarlake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 21st, 2021 • Cedarlake Acquisition Corp. • 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 Cedarlake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cedarlake Sponsor Ltd., a Cayman Islands limited liability company (the “Purchaser”).
Cedarlake Acquisition Corp. Suite 2306, 23/F, Tower 1 The Gateway, 25 Canton Road Tsim Sha Tsui, Hong Kong Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 21st, 2021 • Cedarlake 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”) to be entered into by and among Cedarlake Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BofA Securities and Morgan Stanley & Co. LLC (the “Underwriters”), 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 Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2021 • Cedarlake Acquisition Corp. • Blank checks • New York
Cedarlake Acquisition Corp.Office Space and Administrative Support Agreement • June 21st, 2021 • Cedarlake Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Cedarlake Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination; or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Cedarlake Sponsor Ltd. (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support services as may be required by the Company from time to time, at Suite 2306, 23/F, Tower 1, The Gateway, 25 Canton Road, Tsim Sha Tsui, Hong Kong in exchange for an aggregate monthly fee of up to $10,000. The Sponsor hereby agrees that it does not have any right, title, interest or claim
