REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2022 • CE Energy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [*], 2022, is made and entered into by and among CE Energy Acquisition Corp., a Delaware corporation (the “Company”), CE Energy Sponsors LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (the “Investors” and 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”).
CE ENERGY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2022 • CE Energy Acquisition Corp. • Blank checks • New York
CE Energy Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group 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 • May 20th, 2022 • CE Energy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____], 2022, is by and between CE Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 20th, 2022 • CE Energy Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2022, by and between CE Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CE Energy Acquisition Corp. Charleston, WV 25302CE Energy Acquisition Corp. • May 9th, 2022 • Blank checks • New York
This agreement (the “Agreement”) is entered into on December 28, 2021 by and between CE Energy Sponsors LLC, a Delaware limited liability company (the “Subscriber” or “you”), and CE Energy Acquisition Corp. a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
CE Energy Acquisition Corp. United Center Charleston, West Virginia 25301Letter Agreement • May 20th, 2022 • CE Energy 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 between CE Energy Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC, 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 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (Fi
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 20th, 2022 • CE Energy Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between CE ENERGY ACQUISITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 20th, 2022 • CE Energy Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ,, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between CE Energy Acquisition Corp., a Delaware corporation (the “Company”) and CE Energy Sponsors LLC, a Delaware limited liability company (the “Purchaser”).
