REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 10, 2024, is made and entered into by and among Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), Centurion Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks
Centurion Acquisition Corp. 667 Madison Avenue, 5th Floor New York, NY 10065Securities Subscription Agreement • May 22nd, 2024 • Centurion Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 19, 2024 by and between Centurion Sponsor LP, a Cayman Islands exempted limited partnership, acting through its general partner, Centurion Sponsor GP LLC (the “Subscriber” or “you”), and Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares of $0.0001 par value per share (the “Shares”), 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:
INDEMNITY AGREEMENTIndemnity Agreement • June 4th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2024, by and between CENTURION ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 10, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Centurion Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
Centurion Acquisition Corp. New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 13th, 2024 • Centurion Acquisition 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 Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., 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 25,000,000 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
UNDERWRITING AGREEMENT between CENTURION ACQUISITION CORP. and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: June 10, 2024 CENTURION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
The undersigned, Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
WARRANT AGREEMENTWarrant Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 10, 2024, is by and between Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 4th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (each, a “Purchaser” and collectively, the “Purchasers”).
CENTURION ACQUISITION CORP. New York, New York 10065Administrative Services Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Centurion Acquisition Corp. (the “Company”) and Centurion Sponsor LP (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 Nasdaq Stock Market (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”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), Centurion Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 10, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (each, a “Purchaser” and collectively, the “Purchasers”).
