Karbon Capital Partners Corp. Sample Contracts
Karbon Capital Partners Corp. 12th Floor Scranton, Pennsylvania 18505Securities Subscription Agreement • October 2nd, 2025 • Karbon Capital Partners Corp. • New York
Karbon Capital Partners Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Karbon Capital Partners Core Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-for-one
Re: Initial Public OfferingUnderwriting Agreement • October 15th, 2025 • Karbon Capital Partners 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 between Karbon Capital Partners Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as the representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Public Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class A Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Public Units shall be sold in the Public Offering pursuan
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2025 • Karbon Capital Partners Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2025, is made and entered into by and among Karbon Capital Partners Corp., a Cayman Islands exempted company (the “Company”), Karbon Capital Partners Core Holdings, LLC, a Delaware limited liability company (the “Sponsor” together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 15th, 2025 • Karbon Capital Partners Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2025 by and between Karbon Capital Partners Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • October 15th, 2025 • Karbon Capital Partners Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ • ], 2025, is entered into by and between Karbon Capital Partners Corp., a Cayman Islands exempted company (the “Company”), and Karbon Capital Partners Core Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 15th, 2025 • Karbon Capital Partners Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [ ], 2025 between Karbon Capital Partners Corp., a Cayman Islands exempted company, with offices at 321 Biden Street, 12th Floor, Scranton, Pennsylvania 18505 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • October 15th, 2025 • Karbon Capital Partners Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2025, by and between Karbon Capital Partners Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
30,000,000 Units Karbon Capital Partners Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2025 • Karbon Capital Partners Corp. • Blank checks • New York
Karbon Capital Partners Corp., a Cayman Islands exempted company (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, 30,000,000 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 4,500,000 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 Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herei