57,500,000 Units Bluescape Opportunities Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 27th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October , 2020, is made and entered into by and among Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Bluescape Sponsor LLC, a Delaware limited liability company (the “Sponsor”), ZP Master Utility Fund, Ltd., a Cayman Islands exempted company (“Zimmer”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, Zimmer and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Bluescape Opportunities Acquisition Corp. Dallas, Texas 75201 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 27th, 2020 • Bluescape Opportunities 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 Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 66,125,000 of the Company’s units (including 8,625,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospectu
WARRANT AGREEMENT BLUESCAPE OPPORTUNITIES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October , 2020Warrant Agreement • October 27th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October , 2020, is by and between Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 27th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October , 2020 by and between Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 27th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of October , 2020, by and among Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2020 • Bluescape Opportunities Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October , 2020, is entered into by and among Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), Bluescape Sponsor LLC, a Delaware limited liability company, and ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (each, a “Purchaser” and collectively, the “Purchasers”).
