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 • March 15th, 2021 • AltC Acquisition Corp. • 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 10019AltC Acquisition Corp. • March 15th, 2021 • 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • AltC Acquisition Corp. • 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”).
INDEMNITY AGREEMENTIndemnity Agreement • March 15th, 2021 • AltC Acquisition Corp. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between AltC Acquisition Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
AltC Acquisition Corp.Letter Agreement • March 15th, 2021 • AltC Acquisition Corp.
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 115,000,000 of the Company’s units (including up to 15,000,000 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 “Common Stock”), and one-sixth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock 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-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Secu
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants 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. New York, NY 10019Letter Agreement • March 15th, 2021 • AltC Acquisition Corp. • New York
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”).
