FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2021 • Callodine Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Callodine Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
25,000,000 Units Callodine Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2021 • Callodine Acquisition Corp • Blank checks • New York
Callodine Acquisition Corporation Two International Place, Suite 1830 Boston, MA 02110Callodine Acquisition Corp • March 5th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 24, 2021 by and between Callodine Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Callodine Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Callodine Acquisition CorporationLetter Agreement • March 5th, 2021 • Callodine Acquisition Corp • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Callodine Acquisition Corporation, a Delaware corporation (the “Company”), and Wells Fargo 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 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-third of one 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 shall be sold in the Public Offering pur
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 5th, 2021 • Callodine Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2021, by and between Callodine Acquisition Corporation, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
FORM OF WARRANT AGREEMENT between CALLODINE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021Warrant Agreement • March 5th, 2021 • Callodine Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Callodine Acquisition Corporation, a Delaware corporation (the “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”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 5th, 2021 • Callodine Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____________, 2021, is made and entered into by and among Callodine Acquisition Corporation, a Delaware corporation (the “Company”), Callodine Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 5th, 2021 • Callodine Acquisition Corp • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Callodine Acquisition Corporation, a Delaware corporation (the “Company”), and Callodine Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENT CALLODINE ACQUISITION CORPORATION Two International Place, Suite 1830 Boston, MA 02110Administrative Services Agreement • March 5th, 2021 • Callodine Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) by and among Callodine Acquisition Corporation (the “Company”) and Callodine Sponsor, LLC (the “Provider”), 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 Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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”):
