0001185185-26-003690 Sample Contracts
UNDERWRITING AGREEMENT between ESSENTIAL MINERALS ACQUISITION CORP and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC as Representative of the Underwriters Dated: [●], 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp • New York
The undersigned, Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM” 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,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), Essential Minerals Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) (the Sponsor and the Representative together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Essential Minerals Acquisition Corp Austin, Texas 78701Underwriting Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination (each, a “Share Right”). The Units shall be sold in the Public Offering pursuant to the registration s
Essential Minerals Acquisition CorpSecurities Subscription Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp • New York
Essential Minerals Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (the “Company”), is pleased to accept the offer Essential Minerals Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares US$0.0001 par value per share of the Company (the “Shares”) (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you to the extent the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026 , by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Essential Minerals Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp • New York
This Share Rights Agreement (this “Agreement”) is made on [ ] [ ], 2026 between Essential Minerals Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).
Essential Minerals Acquisition CorpAdministrative Services Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 24th, 2026 • Essential Minerals Acquisition Corp • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”, or the “Subscriber”).