INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 10, 2024, is made and entered into by and among Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), Centurion Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between CENTURION ACQUISITION CORP. and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: June 10, 2024 CENTURION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
The undersigned, Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 10, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Centurion Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 10, 2024, is by and between Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
CENTURION ACQUISITION CORP. New York, New York 10065Letter Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Centurion Acquisition Corp. (the “Company”) and Centurion Sponsor LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 10, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (each, a “Purchaser” and collectively, the “Purchasers”).
Centurion Acquisition Corp. New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 13th, 2024 • Centurion Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,000,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
