WARRANT AGREEMENTWarrant Agreement • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of ________, 2023 between CO2 Energy Transition Corp., a Delaware corporation, with offices at 1334 Brittmore, Suite 190, Houston, Texas, 77043 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
CO2 ENERGY TRANSITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks • New York
CO2 Energy Transition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
CO2 ENERGY TRANSITION CORP. Indemnity AgreementIndemnity Agreement • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”) is made and entered into as of ____________, 2023 between CO2 Energy Transition Corp., a Delaware corporation (the “Company”), and each of the signatories to this Agreement (each an “Indemnitee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ________, 2023, by and among CO2 Energy Transition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks
This Agreement is made as of [●], 2023 by and between CO2 Energy Transition Corp. (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).
CO2 Energy Transition Corp. Houston, Texas 77043 EF Hutton division of Benchmark Investments, LLC New York, New York 10022Underwriting Agreement • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks
This letter agreement (the “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between CO2 Energy Transition Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as the representative (“Representative”) of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of up to 8,000,000 of the Company’s units (or 9,200,000 units if the underwriters’ over-allotment option is exercised in full) (the “Units”), each comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant, with each warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per full share (“Warrant. Certain capitalized terms used herein are defined in paragraph 13 hereof.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 2023, as it may from time to time be amended, this “Agreement”), is entered into by and among CO2 Energy Transition Corp., a Delaware corporation (the “Company”) and CO2 Energy Transition, LLC (“Purchaser”).
CO2 Energy Transition Corp.Administrative Services Agreement • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks
This letter agreement by and between CO2 Energy Transition Corp. (the “Company”) and CO2 Energy Transition, LLC (“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”):
ContractPromissory Note • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
REVISED SUBSCRIPTION AGREEMENTSubscription Agreement • March 17th, 2023 • CO2 Energy Transition Corp. • Blank checks
The undersigned hereby subscribes for 3,066,667 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000.00 to the Company. As a result of the increased number of shares to be issued to CO2 Energy Transition, LLC related to the Company’s anticipated public SPAC offering, this Revised Subscription Agreement supersedes the original Subscription Agreements dated January 13, 2022 and the Revised Subscription Agreement October 10, 2022.
