0001193125-21-323437 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • November 9th, 2021 • AltEnergy Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and William Campbell (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 9th, 2021 • AltEnergy Acquisition Corp • Blank checks • New York
20,000,000 Units AltEnergy Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • November 9th, 2021 • AltEnergy Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2021 • AltEnergy Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2021, is made and entered into by and among AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), AltEnergy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), B. Riley Securities, Inc. (the “Underwriter” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Underwriter and the members of 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”).

AltEnergy Acquisition Corp. New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • November 9th, 2021 • AltEnergy 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”) to be entered into by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and B. Riley Principal Investments, LLC. (“B. Riley”), as representative of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (plus up to an additional 3,000,000 units that may be purchased to cover over-allotments, if any) (each, a “Unit”), each Unit 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, a “Warrant”). Each whole 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. The Units shall be sold in the Public

PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT
Private Placement Warrant Subscription Agreement • November 9th, 2021 • AltEnergy Acquisition Corp • Blank checks • New York

This PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 28th day of October, 2021, by and between AltEnergy Acquisition Corp, a Delaware corporation (the “Company”), and B. Riley Principal Investments, LLC (the “Subscriber”).

WARRANT AGREEMENT
Warrant Agreement • November 9th, 2021 • AltEnergy Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 28, 2021, is by and between AltEnergy 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” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).

ALTENERGY ACQUISITION CORP.
AltEnergy Acquisition Corp • November 9th, 2021 • Blank checks • New York

This letter agreement by and among AltEnergy Acquisition Corp. (the “Company”), AltEnergy, LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):

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