Fifth Era Acquisition Corp I S-1

REGISTRATION STATEMENT

MEMORANDUM AND ARTICLES OF ASSOCIATION

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN ORDINARY SHARE CERTIFICATE

SPECIMEN SHARE RIGHT CERTIFICATE

FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

OPINION OF MAPLES & CALDER (CAYMAN) LLP, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, FIFTH ERA ACQUISITION SPONSOR I LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, FIFTH ERA ACQUISITION SPONSOR I LLC AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND FIFTH ERA ACQUISITION SPONSOR I LLC

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CANTOR FITZGERALD & CO

FORM OF INDEMNITY AGREEMENT

AMENDED AND RESTATED PROMISSORY NOTE ISSUED TO FIFTH ERA ACQUISITION SPONSOR I LLC

SECURITIES SUBSCRIPTION AGREEMENT BETWEEN FIFTH ERA ACQUISITION SPONSOR I LLC AND THE REGISTRANT

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

FORM OF CODE OF ETHICS

CONSENT OF WITHUM SMITH+BROWN, PC

AUDIT COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER

CONSENT OF MITCHELL MECHIGIAN TO BE NAMED AS DIRECTOR NOMINEE

CONSENT OF COLIN WIEL TO BE NAMED AS DIRECTOR NOMINEE

CONSENT OF GARY COOKHORN TO BE NAMED AS DIRECTOR NOMINEE

CONSENT OF REBECCA MACIEIRA-KAUFMANN TO BE NAMED AS DIRECTOR NOMINEE

FILING FEE TABLE

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