REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021 is made and entered into by and among RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and RMG Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
RMG ACQUISITION CORP. IIIRMG Acquisition Corp. III • January 4th, 2021 • New York
RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer RMG Sponsor III, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 10,062,500 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 1,312,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used
WARRANT AGREEMENT RMG ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 4, 2021Warrant Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 4, 2021, is by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and RMG Sponsor III, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • February 2nd, 2021 • RMG Acquisition Corp. III • Blank checks • Delaware
RMG Acquisition Corp. III New York, NY 10006Letter Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and BofA Securities, Inc. and Barclays Capital Inc., as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 48,300,000 of the Company’s units (including up to 6,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursua
UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
RMG Acquisition Corp. III, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 42,000,000 units of the Company (the “Firm Securities”). Each unit (“Unit(s)”) consists of one Class A ordinary share, US $0.0001 par value, of the Company (“Share(s)”) and one-fifth of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the “Warrant(s)”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 6,300,000 Units (the “Additional Securities”) if and to the extent that BofA Securities, Inc. and Barclays Capital Inc., as Representatives (the “Representatives”) of the Offering (as defined below), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Units granted to the Underwriters in Section 2 hereof. The Firm Securitie
AGREEMENT AND PLAN OF MERGER by and between RMG ACQUISITION CORP. III, and H2B2 ELECTROLYSIS TECHNOLOGIES, INC.Agreement and Plan of Merger • May 12th, 2023 • RMG Acquisition Corp. III • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of May 9, 2023 (this “Agreement”), is made and entered into by and between RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”) and H2B2 Electrolysis Technologies, Inc., a Delaware corporation (the “Company,” and together with Acquiror, the “Parties” and each a “Party”).
H2B2 ELECTROLYSIS TECHNOLOGIES, INC. COMMON STOCK OPTION AGREEMENTCommon Stock Option Agreement • August 14th, 2023 • RMG Acquisition Corp. III • Electrical industrial apparatus • Delaware
This Common Stock Option Agreement (this “Agreement”) is dated as 1st January 2021 and is between H2B2 Electrolysis Technologies, Inc., a Delaware corporation (the “Company”), and Anselmo Andrade Fernandez de Mesa (Tax Number [***]) of Spain (“Investor”).
RMG Acquisition Corp. III 50 West Street, Suite 40C New York, NY 10006Administrative Services Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between RMG Acquisition Management, LLC (the “Provider”) and RMG Acquisition Corp. III (the “Company”), 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 The Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No.333-215889) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, RMG Acquisition Management, LLC, shall make available to the Company, at 50 West Street, Suite 40C, New York, NY 10006 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services (i
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 2nd, 2021 • RMG Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, ITEM 601(B)(10) BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. IN ADDITION, CERTAIN PERSONALLY...Non-Residential Lease Agreement • December 18th, 2023 • RMG Acquisition Corp. III • Electrical industrial apparatus
He is acting as sole director of the company by virtue of a public deed granted on July 8, 2021 before the Notary of Seville, Mr. Rafael José Díaz Escudero, under number 1,181 of his public records.
IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.Letter Agreement • August 14th, 2023 • RMG Acquisition Corp. III • Electrical industrial apparatus • California
This letter agreement (“Agreement”) will confirm and formalize our agreement with respect to your employment with H2B2 Electrolysis Technologies Inc., a Delaware corporation (“H2B2” or, except as otherwise set forth in Section 7, the “Company”). This Agreement is by and among the Company and you, effective as of date hereof. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.
IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.RMG Acquisition Corp. III • August 14th, 2023 • Electrical industrial apparatus
Amendment of the contract to establish the stipulations arising from the status of shareholder in the company H2B2 Electrolysis Technologies, Inc.
H2B2 Electrolysis Technologies Inc.Letter Agreement • August 14th, 2023 • RMG Acquisition Corp. III • Electrical industrial apparatus • Delaware
This letter agreement (the “Agreement”) sets forth certain terms and conditions of your service as a member (“Director”) of the Board of Directors (the “Board”) of H2B2 Electrolysis Technologies Inc. (the “Company”) and appointment as Non-Executive Chairman of the Board (“Chairman”), effective as of December 21, 2022 (the “Effective Date”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • May 12th, 2023 • RMG Acquisition Corp. III • Blank checks • Delaware
This Company Stockholder Support Agreement (this “Support Agreement”) is dated as of May 9, 2023, by and among RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), H2B2 Electrolysis Technologies, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 12th, 2023 • RMG Acquisition Corp. III • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of May 9, 2023, by and among RMG Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and H2B2 Electrolysis Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SERVICE AGREEMENT BETWEEN H2B2 ELECTROLYSIS TECHNOLOGIES, S.L. AND MR. FELIPE BENJUMEA LLORENTEService Agreement • August 14th, 2023 • RMG Acquisition Corp. III • Electrical industrial apparatus
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • December 18th, 2023 • RMG Acquisition Corp. III • Electrical industrial apparatus
THIS AMENDMENT NO. 1, dated as of December 15, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 9, 2023 (the “Merger Agreement”), by and between RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement)) (“Acquiror”) and H2B2 Electrolysis Technologies, Inc., a Delaware corporation (the “Company,” and together with Acquiror, the “Parties” and each a “Party”), is made and entered into by and between the Parties. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Merger Agreement.
SUPPLY AGREEMENTSupply Agreement • August 14th, 2023 • RMG Acquisition Corp. III • Electrical industrial apparatus
This Supply Agreement (the "Agreement") is entered into this 19th day of June, 2020 (the "Effective Date") by and among Giner ELX, Inc., a Delaware corporation ("Giner") and H2B2 Electrolysis Technologies, Inc., a Delaware corporation ("H2B2")(Giner and H282 may each be referred to as a "party" and collectively as the "parties"
IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.Loan Agreement • August 14th, 2023 • RMG Acquisition Corp. III • Electrical industrial apparatus
From the identification document/s submitted by the appearing parties, I keep a copy on computer media obtained by me, in a file other than the notarial protocol, in accordance with Article 4 of ORDER EHA/114/2008, of 29 January. ------------------------
CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, ITEM 601(B)(10) BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. IN ADDITION, CERTAIN PERSONALLY...RMG Acquisition Corp. III • August 14th, 2023 • Electrical industrial apparatus • California
THIS SOLAR ENERGY SYSTEM SUBLEASE (this “Agreement”) is dated as of June 23,2022 (the “Effective Date”), and made by and among BAR 20 DAIRY, LLC, a California limited liability company (“Landlord”), and H282 USA, LLC, a California limited liability company, or its designee ( ‘Tenant ). Each of Landlord and Tenant is sometimes referred to as a “Party” and collectively as the “Parties.”
SERVICE AGREEMENT AS SOLE DIRECTORService Agreement • August 14th, 2023 • RMG Acquisition Corp. III • Electrical industrial apparatus • Madrid
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021, by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
