AltC Acquisition Corp. 40,000,000 Shares of Class A Common Stock1 UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2021 • AltC Acquisition Corp. • Blank checks • New York
AltC Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 40,000,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional shares of Common Stock to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, being hereinafter called the “Shares”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 2021 • AltC Acquisition Corp. • Blank checks • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2021 • AltC Acquisition Corp. • Blank checks • 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”).
AltC Acquisition Corp.Underwriting Agreement • May 7th, 2021 • AltC Acquisition Corp. • Blank checks
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 up to 46,000,000 (including up to 6,000,000 shares that may be purchased to cover over-allotments, if any) shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) The Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 7th, 2021 • AltC Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES 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”).
Surrender of Shares and Amendment No. 2 to the Securities Subscription AgreementSecurities Subscription Agreement • May 7th, 2021 • AltC Acquisition Corp. • Blank checks • New York
This Surrender of Shares and Amendment No.2 to the Securities Subscription Agreement, dated May 7, 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”).
