20,000,000 Units1 Crypto 1 Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2021 • Crypto 1 Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2021 • Crypto 1 Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 6, 2021, by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
LETTER AGREEMENTLetter Agreement • December 10th, 2021 • Crypto 1 Acquisition Corp • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and B. Riley Securities, Inc. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein ar
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • December 10th, 2021 • Crypto 1 Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of December 6, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Crypto 1 Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • December 10th, 2021 • Crypto 1 Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 6, 2021, is by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Crypto 1 Acquisition CorpCrypto 1 Acquisition Corp • December 10th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the date (the “Effective Date”) that the securities of Crypto 1 Acquisition Corp (the “Company”) are first listed on the Nasdaq Capital Market and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-261051) filed with the Securities and Exchange Commission for the initial public offering (the “IPO”) of the Company’s securities) (such earlier date hereinafter referred to as the “Termination Date”), Crypto 1 Sponsor LLC or an affiliate of Crypto 1 Sponsor LLC (the “Provider”) shall take steps directly or indirectly to make available, or cause to be made available, to the Company certain office space, secretarial and administrative services as may be reasonably required by the Company from time to time, situated at 1221 Brickell Avenue, Miami, Florida 33131 (or any
LETTER AGREEMENTLetter Agreement • December 10th, 2021 • Crypto 1 Acquisition Corp • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and B. Riley Securities, Inc. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein ar
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 10th, 2021 • Crypto 1 Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of December 6, 2021 by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • December 10th, 2021 • Crypto 1 Acquisition Corp • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into on December 6, 2021, by and between Crypto 1 Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Alvin Eng (“Indemnitee”).
