REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2022 • ClimateRock • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2022, is made and entered into by and among ClimateRock, a Cayman Islands exempted company (the “Company”), U.N. SDG Support LLC, a Delaware limited liability company (the “Sponsor,” and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
ClimateRock Ogier Global (Cayman) Limited Grand Cayman KY1-9009, Cayman IslandsSecurities Subscription Agreement • March 14th, 2022 • ClimateRock • Blank checks • New York
This agreement (this “Agreement”) is entered into on December 24, 2021 by and between U.N. SDG Support LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ClimateRock, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 2,156,250 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 281,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 14th, 2022 • ClimateRock • 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 [______], 2022, is entered into by and between ClimateRock, a Cayman Islands exempted company (the “Company”), and U.N. SDG Support LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 14th, 2022 • ClimateRock • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between ClimateRock, 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” and also referred to herein as the “Transfer Agent”).
March [__], 2022 ClimateRock London, SW3 3DD, United KingdomUnderwriting Agreement • March 14th, 2022 • ClimateRock • 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 ClimateRock, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 8,625,000 of the Company’s units (including 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units to cover over-allotments, 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 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
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 14th, 2022 • ClimateRock • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between ClimateRock, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 14th, 2022 • ClimateRock • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[•] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
ClimateRockOffice Space and Administrative Services Agreement • March 14th, 2022 • ClimateRock • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of ClimateRock (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), U.N. SDG Support LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 50 Sloane Avenue, London, SW3 3DD, United Kingdom. In exchange therefore, the Company shall pay U.N. SDG Support LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
