Callodine Acquisition Corp S-1

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT

CERTIFICATE OF INCORPORATION

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BYLAWS

SPECIMEN UNIT CERTIFICATE

SPECIMEN CLASS A COMMON STOCK CERTIFICATE

SPECIMEN WARRANT CERTIFICATE

FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND CALLODINE ACQUISITION CORPORATION

OPINION OF MORGAN, LEWIS & BOCKIUS LLP

FORM OF LETTER AGREEMENT AMONG CALLODINE ACQUISITION CORPORATION, ITS OFFICERS AND DIRECTORS AND CALLODINE SPONSOR, LLC

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND CALLODINE ACQUISITION CORPORATION

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG CALLODINE ACQUISITION CORPORATION AND CERTAIN SECURITY HOLDERS

SECURITIES SUBSCRIPTION AGREEMENT, DATED JANUARY 24, 2021, BETWEEN CALLODINE ACQUISITION CORPORATION AND CALLODINE SPONSOR, LLC

FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT BETWEEN CALLODINE ACQUISITION CORPORATION AND CALLODINE SPONSOR, LLC

FORM OF INDEMNITY AGREEMENT

PROMISSORY NOTE, DATED JANUARY 24, 2021, ISSUED TO CALLODINE SPONSOR, LLC

FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN CALLODINE ACQUISITION CORPORATION AND CALLODINE SPONSOR, LLC

CONSENT OF MARCUM LLP

CONSENT OF WILLIAM J. JANETSCHEK

CONSENT OF PATRICIA PEREZ

CONSENT OF DEE DEE SKLAR

FORM OF CODE OF ETHICS AND CONDUCT

FORM OF CORPORATE GOVERNANCE GUIDELINES

FORM OF RELATED PERSON TRANSACTION POLICY AND PROCEDURES

FORM OF COMPENSATION COMMITTEE CHARTER

FORM OF AUDIT COMMITTEE CHARTER

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