AETHERIUM ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2021 • Aetherium Acquisition Corp • Blank checks • New York
Aetherium Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • December 23rd, 2021 • Aetherium Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Aetherium Acquisition Corp., a Delaware corporation (“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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2021 • Aetherium Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Aetherium Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York limited purpose trust company (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2021 • Aetherium Acquisition Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, between Aetherium Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Aetherium Acquisition Corp.Letter Agreement • December 23rd, 2021 • Aetherium 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 between Aetherium Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 redeemable warrant. Each 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 shall be sold in the Public Offering pursuant to a registration sta
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • Aetherium Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Aetherium Acquisition Corp., a Delaware corporation (the “Company”), Aetherium Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed 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”).
EXHIBIT AAetherium Acquisition Corp • December 23rd, 2021 • Blank checks
THIS CERTIFIES THAT ____________________, for value received, is the registered holder of a warrant or warrants (the “Warrant(s)”) of Aetherium Acquisition Corp., a Delaware corporation (the “Company”), to purchase one fully paid and non-assessable share of Class A common stock, par value $0.0001 per share (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of the Company’s completion of an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (a “Business Combination”) and 12 months from the date of the Prospectus (as defined in the Warrant Agreement), such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Tru
