REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2021 • Clarim Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 2021, is made and entered into by and among Clarim Acquisition Corp., a Delaware corporation (the “Company”), Clarim Partners, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, 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”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 13th, 2021 • Clarim Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2021, by and between Clarim Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
Clarim Acquisition Corp. New York, NY 10016 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 13th, 2021 • Clarim Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Clarim Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies 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 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 the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, 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 registrat
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 13th, 2021 • Clarim Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [___], 2021 by and between Clarim Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 13th, 2021 • Clarim Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [___], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Clarim Acquisition Corp., a Delaware corporation (the “Company”), and Clarim Partners, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between CLARIM ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 13th, 2021 • Clarim Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Clarim 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”).
Clarim Acquisition Corp.Clarim Acquisition Corp. • January 13th, 2021 • Blank checks • New York
This letter agreement by and between Clarim Acquisition Corp. (the “Company”) and Clarim Partners, LLC (“Clarim Partners”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. ) (the “Registration Statement”) is declared effective (the “Effective Date”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
