REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2022 • ClimateRock • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 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”).
7,500,000 Units ClimateRock UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2022 • ClimateRock • Blank checks • New York
The undersigned, ClimateRock, a company incorporated as a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 3rd, 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 April 27, 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 • May 3rd, 2022 • ClimateRock • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 27, 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”).
RIGHTS AGREEMENTRights Agreement • May 3rd, 2022 • ClimateRock • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of April 27, 2022 between ClimateRock, a Cayman Islands exempted company, with offices at 50 Sloane Avenue, London, SW3 3DD, United Kingdom (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 3rd, 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 April 27, 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.
ClimateRockClimateRock • May 3rd, 2022 • Blank checks • New York
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.
April 27, 2022 ClimateRock London, SW3 3DD, United KingdomLetter Agreement • May 3rd, 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”), one right (the “Right”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination, subject to adjus
