CO2 ENERGY TRANSITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2024 • CO2 Energy Transition Corp. • Blank checks • New York
CO2 Energy Transition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Kingswood Capital Partners, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • November 25th, 2024 • CO2 Energy Transition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of November 20, 2024 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”).
RIGHTS AGREEMENTRights Agreement • November 25th, 2024 • CO2 Energy Transition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 20, 2024 between CO2 Energy Transition Corp., a Delaware corporation, with offices at 1334 Brittmoore Road, Suite 190, Houston Texas 77043 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
CO2 Energy Transition Corp.Administrative Services Agreement • November 25th, 2024 • 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”):
November 20, 2024 CO2 Energy Transition Corp. Houston, Texas 77043Underwriting Agreement • November 25th, 2024 • 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 Kingswood Capital Partners 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 6,000,000 of the Company’s units (or 6,900,000 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”), 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) and one right, with each right entitling the holder to receive one-eighth of one share of Common Stock upon completion of an initial business combinatio
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 25th, 2024 • CO2 Energy Transition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 20th day of November, 2024, 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”).
CO2 ENERGY TRANSITION CORP. Indemnity AgreementIndemnity Agreement • November 25th, 2024 • CO2 Energy Transition Corp. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”) is made and entered into as of November 20, 2024 between CO2 Energy Transition Corp., a Delaware corporation (the “Company”), and each of the signatories to this Agreement (each an “Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2024 • CO2 Energy Transition Corp. • Blank checks
This Investment Management Trust Agreement (the “Agreement”) is made effective as of November 20, 2024 by and between CO2 Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 25th, 2024 • CO2 Energy Transition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of November 20, 2024, 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”).
