REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2021 • CEA Space Partners I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among CEA Space Partners I Corp., a Delaware corporation (the “Company”), CEA Space Holdings I LLC, a Delaware limited liability company (the “Sponsor”), and 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 26th, 2021 • CEA Space Partners I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between CEA Space Partners I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 8th, 2021 • CEA Space Partners I 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 CEA Space Partners I Corp., a Delaware corporation (the “Company”), and CEA Space Holdings I LLC, a Delaware limited liability company (the “Purchaser”).
CEA Space Partners I Corp. Tampa, FL 33602 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 8th, 2021 • CEA Space Partners I Corp. • 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 CEA Space Partners I Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 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 “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • May 26th, 2021 • CEA Space Partners I Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between CEA Space Partners I Corp., a Delaware corporation (the “Company”), and _________________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • October 8th, 2021 • CEA Space Partners I Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___________, 2021, is by and between CEA Space Partners I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
CEA SPACE PARTNERS I CORP. Atlanta, Georgia 30305CEA Space Partners I Corp. • March 26th, 2021 • New York
We are pleased to accept the offer CEA Space Holdings I LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” together with the Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) of the Company (as defined below), the “Common Stock”), of CEA Space Partners I Corp., a Delaware corporation (the “Company”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding s
CEA SPACE PARTNERS I CORP. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • October 8th, 2021 • CEA Space Partners I Corp. • Blank checks • New York
CEA Space Partners I Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters” or “you”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
FORM OF FORWARD PURCHASE AGREEMENTForm of Forward Purchase Agreement • October 8th, 2021 • CEA Space Partners I Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021 between CEA Space Partners I Corp, a Delaware corporation (the “Company”), and [•] (the “Purchaser”).
FORM OF STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • October 8th, 2021 • CEA Space Partners I Corp. • Blank checks • Delaware
This STRATEGIC SERVICES AGREEMENT (this “Agreement”) is made as of , 2021 (the “Effective Date”), by and between CEA Space Holdings I LLC, a Delaware limited liability company (the “Sponsor”), and Robby Sussman (the “Strategic Consultant”). The Sponsor and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”
CEA SPACE PARTNERS I CORP. Tampa, FL 33602Letter Agreement • October 8th, 2021 • CEA Space Partners I Corp. • Blank checks • Florida
This letter agreement (this “Agreement”) by and between CEA Space Partners I Corp. (the “Company”) and CEA Space Holdings I LLC (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”):
CEA SPACE PARTNERS I CORP. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • May 26th, 2021 • CEA Space Partners I Corp. • Blank checks • New York
CEA Space Partners I Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Goldman Sachs & Co. LLC (the “Underwriter” or “you”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Units”).
FORM OF INVESTMENT AGREEMENTForm of Investment Agreement • November 1st, 2021 • CEA Space Partners I Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and among (i) CEA Space Partners I Corp., a Delaware corporation (the “SPAC”), (ii) CEA Space Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [•] (the “Investor”).
