0001193125-26-404122 Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • September 28th, 2026 • Calm Seas Acquisition Corp. • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2026, by and between CALM SEAS ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and ___________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 28th, 2026 • Calm Seas Acquisition Corp.
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________, 2026 by and between Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 28th, 2026 • Calm Seas Acquisition Corp. • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ___________, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Calm Seas Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • September 28th, 2026 • Calm Seas Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2026, is by and between Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2026 • Calm Seas Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2026, is made and entered into by and among Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), Calm Seas Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) (the Sponsor, the Representative and the other persons or entities signatory hereto, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
Calm Seas Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 28th, 2026 • Calm Seas 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 among Calm Seas 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 several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject t
Calm Seas Acquisition Corp. Reno, NV 89519Securities Subscription Agreement • September 28th, 2026 • Calm Seas Acquisition Corp. • New York
Calm Seas Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”, “we” or “us”), is pleased to accept the offer made by Calm Seas Sponsor LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 11,500,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,500,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units (“Units”), each expected to be comprised of one Class A ordinary share and one-third of one redeemable warrant to purchase one Class A ordinary share, do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 28th, 2026 • Calm Seas Acquisition Corp. • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of [•] 2026, by and between Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).
UNDERWRITING AGREEMENT between Calm Seas Acquisition Corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC, as Representative of the Underwriters Dated: [•], 2026Underwriting Agreement • September 28th, 2026 • Calm Seas Acquisition Corp. • New York
The undersigned, Calm Seas 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 (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: