FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 30th, 2021 • C5 Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT is made as of [ ], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2021 • C5 Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [ ], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
UNDERWRITING AGREEMENT between C5 ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. and MOELIS & COMPANY LLC Dated: [ ], 2022 C5 ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2021 • C5 Acquisition Corp • Blank checks • New York
The undersigned, C5 Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and Moelis & Company LLC (“Moelis,” and, collectively with Cantor Fitzgerald, the “Representatives”) and the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
FORM OF PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • December 30th, 2021 • C5 Acquisition Corp • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
FORM OF PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • December 30th, 2021 • C5 Acquisition Corp • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • C5 Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among C5 Acquisition Corporation, a Delaware corporation (the “Company”), C5 Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed as Holders on the signature pages 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, a “Holder” and, collectively, the “Holders”).
C5 ACQUISITION CORPORATION Ste #460 Washington, D.C. 20006 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 30th, 2021 • C5 Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. and Moelis & Company LLC, as underwriters (the “Underwriters” ), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), and one-half of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public 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, as desc
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 30th, 2021 • C5 Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between C5 Acquisition Corporation, a Delaware corporation (the “Company”), and C5 Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
