Stratim Cloud Acquisition Corp. Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • May 16th, 2022 • Stratim Cloud Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 1, 2022, by and between STRATIM CLOUD ACQUISITION CORP., a Delaware corporation (the “Company”), and John Wagner (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 18th, 2021 • Stratim Cloud Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 11, 2021, by and between Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 17th, 2021 • Stratim Cloud Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), Stratim Cloud Acquisition, LLC, a Delaware limited liability company (the “Sponsor”) and the 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 (each such party, including the Sponsor, a “Holder” and collectively, the “Holders”).

STRATIM CLOUD ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of March 11, 2021
Warrant Agreement • March 18th, 2021 • Stratim Cloud Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 11, 2021, is by and between Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2021 • Stratim Cloud Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 11, 2021, is made and entered into by and among Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), Stratim Cloud Acquisition, LLC, a Delaware limited liability company (the “Sponsor”) and the 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 (each such party, including the Sponsor, a “Holder” and collectively, the “Holders”).

STRATIM CLOUD ACQUISITION CORP. a Delaware corporation 25,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • March 18th, 2021 • Stratim Cloud Acquisition Corp. • Blank checks • New York
STRATIM CLOUD ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of ____________, 2021
Warrant Agreement • February 17th, 2021 • Stratim Cloud Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___________, 2021, is by and between Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).

Stratim Cloud Acquisition Corp. Incline Village, Nevada 89451
Letter Agreement • March 18th, 2021 • Stratim Cloud 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 or proposed to be entered into by and among Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc. and Cowen and Company, LLC, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 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 share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • March 18th, 2021 • Stratim Cloud Acquisition Corp. • Blank checks • New York

THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), and Stratim Cloud Acquisition, LLC, a Delaware limited liability company (the “Purchaser”).

Stratim Cloud Acquisition Corp. c/o Stratim Capital San Francisco, CA 94104
Stratim Cloud Acquisition Corp. • February 17th, 2021 • Blank checks • New York

Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Stratim Cloud Acquisition, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 5,750,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a o

SPONSOR SUPPORT AGREEMENT
Sponsor Support Agreement • March 22nd, 2023 • Stratim Cloud Acquisition Corp. • Blank checks • Delaware

This Sponsor Support Agreement (this “Sponsor Support Agreement” or “Agreement”) is dated as of March 21, 2023, by and among Stratim Cloud Acquisition, LLC, a Delaware limited liability company (the “Sponsor Holdco”), the individuals listed on the signature pages hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Stratim Cloud Acquisition Corp., a Delaware corporation (“Acquiror”), and Force Pressure Control, LLC, a Texas limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the MIPA (as defined below).

MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among STRATIM CLOUD ACQUISITION CORP., EACH OF THE MEMBERS OF FORCE PRESSURE CONTROL, LLC, and FORCE PRESSURE CONTROL, LLC dated as of March 21, 2023
Membership Interests Purchase Agreement • March 22nd, 2023 • Stratim Cloud Acquisition Corp. • Blank checks • Delaware

This Membership Interests Purchase Agreement, dated as of March 21, 2023 (this “Agreement”), is made and entered into by and among Stratim Cloud Acquisition Corp., a Delaware corporation (“Acquiror”), each of the individuals listed on the signature pages hereto (each a “Member” and collectively, the “Members”) and Force Pressure Control, LLC, a Texas limited liability company (the “Company”).

Stratim Cloud Acquisition Corp.
Stratim Cloud Acquisition Corp. • March 18th, 2021 • Blank checks • New York

This letter agreement by and between Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), and Stratim Cloud Acquisition, LLC, a Delaware limited liability company (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 Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-253174 ) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

Stratim Cloud Acquisition Corp.
Stratim Cloud Acquisition Corp. • February 17th, 2021 • Blank checks • New York

This letter agreement by and between Stratim Cloud Acquisition Corp., a Delaware corporation (the “Company”), and Stratim Cloud Acquisition, LLC, a Delaware limited liability company (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 Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

STRATIM CLOUD ACQUISITION CORP. Reno, Nevada 89501
Letter Agreement • February 15th, 2023 • Stratim Cloud Acquisition Corp. • Blank checks • Delaware

This letter agreement (the “Letter Agreement”) sets forth our intentions with respect to the principal terms and conditions of the proposed transaction between and among Stratim Cloud Acquisition Corp., a Delaware corporation (“SCAC”), each of the individuals listed on the signature pages hereto (each a “Seller” and collectively, the “Sellers”) and Force Pressure Control, LLC, a Texas limited liability company (the “Company”). Each of the Sellers, SCAC, and the Company are collectively referred to as the “Parties” and individually as a “Party”.

TERMINATION AND RELEASE
Termination and Release • June 29th, 2023 • Stratim Cloud Acquisition Corp. • Oil & gas field machinery & equipment • Delaware

This Termination and Release (this “Termination and Release”) is executed to be effective as of the 28th day of June, 2023 by Stratim Cloud Acquisition Corp., a Delaware corporation (“Acquiror”), Force Pressure Control, LLC, a Texas limited liability company (the “Company”) and each of the individuals listed on the signature pages hereto (each a “Member” and collectively, the “Members”), who are parties to that certain Membership Interests Purchase Agreement, dated as of March 21, 2023 (the “Agreement”) and who have agreed to terminate the Agreement as set forth below. Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Agreement.

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