0001213900-26-059124 Sample Contracts
UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2026 • Energy Transition Special Opportunities • Blank checks • New York
The undersigned, Energy Transition Special Opportunities, 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 • May 19th, 2026 • Energy Transition Special Opportunities • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2026, is made and entered into by and among Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), Climate Transition Special Opportunities SPAC I LP, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative 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”).
INDEMNITY AGREEMENTIndemnification Agreement • May 19th, 2026 • Energy Transition Special Opportunities • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • May 19th, 2026 • Energy Transition Special Opportunities • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of May 14, 2026 between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Energy Transition Special Opportunities Greenwich, CT, 06830 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 19th, 2026 • Energy Transition Special Opportunities • 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 among Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division 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 17,250,000 of the Company’s units (including up to 2,250,000 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-half 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, su
PRIVATE PLACEMENT WARRANTS AGREEMENTPrivate Placement Warrants Agreement • May 19th, 2026 • Energy Transition Special Opportunities • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of May 14, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Climate Transition Special Opportunities SPAC I LP, a Delaware limited liability company (the “Purchaser”).
Energy Transition Special OpportunitiesAdministrative Services Agreement • May 19th, 2026 • Energy Transition Special Opportunities • Blank checks
This Administrative Services Agreement (this “Agreement”) by and between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”) and Climate Transition Special Opportunities SPAC I LP, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-290458) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor and/or its affiliates (the “Provider”) shall make available, or shall procure that is made available, to the Company, at 71 Orchard Pl, Unit 1, Greenwich, CT, 06830, United States of A
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 19th, 2026 • Energy Transition Special Opportunities • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 14, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and the purchaser listed in Schedule A attached hereto (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 19th, 2026 • Energy Transition Special Opportunities • Blank checks