25,000,000 Units Beard Energy Transition Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used her
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 16th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 16th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), Beard Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and 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, a “Holder” and collectively the “Holders”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC DATED AS OF [●], 2021Limited Liability Company Agreement • June 16th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • Delaware
This Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2021, by and among Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), Beard Energy Transition Acquisition Corp., a Delaware corporation (“PubCo”), Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (“Beard Sponsor”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021Warrant Agreement • June 16th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 16th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
Beard Energy Transition Acquisition Corp. New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 16th, 2021 • Beard Energy Transition Acquisition Corp. • 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 Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets, Inc., (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to [●] of the Company’s units (including up to [●] 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 “Class A Common Stock”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 File No. 333-254049, and the prospectus (the “Prospec
BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLCBeard Energy Transition Acquisition Corp. • June 16th, 2021 • Blank checks • New York
