REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2021, is made and entered into by and among Project Energy Reimagined Acquisition Corp., a Cayman Island exempted company (the “Company”), Smilodon Capital, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 28, 2021 by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 29th, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Smilodon Capital, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 29th, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__], 2021, by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [_________] (“Indemnitee”).
WARRANT AGREEMENT between project energy reimagined ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 28, 2021, is by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Project Energy Reimagined Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition 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 among Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and B of A Securities, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 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 Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to ad
Project Energy Reimagined Acquisition Corp.Project Energy Reimagined Acquisition Corp. • September 29th, 2021 • Blank checks • New York
Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Smilodon Capital, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 8,625,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 28, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Smilodon Capital, LLC, a Delaware limited liability company (the “Purchaser”).
PROJECT ENERGY REIMAGINED ACQUISITION CORP. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 29th, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as September 23, 2021 and amends and restates the Forward Purchase Agreement dated March 18, 2021, by and among Project Energy Reimagined Acquisition Corp., a Cayman Islands exempt company (the “Company”), and EWI Capital SPAC I LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF WARRANT AGREEMENT between project energy reimagined ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYForm of Warrant Agreement • October 13th, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2021, is by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__], 2021 by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • July 26th, 2023 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered into as of July [•], 2023, by and among Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and the undersigned investor(s) listed in Exhibit A (“Investor”).
PROJECT ENERGY REIMAGINED ACQUISITION CORP. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
FOUNDER SHARE TRANSFER AGREEMENTFounder Share Transfer Agreement • September 29th, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS FOUNDER SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of September __, 2021, is by and among Smilodon Capital, LLC, a Delaware limited liability company (the “Sponsor”), Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), and the investor set forth on the signature page hereto (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts (with the allocations for such accounts indicated on the signature page hereto) and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder; provided that the IPO Indication (as defined below) for all such managed funds or accounts shall be [9/9%/ 8.5%/ 4.95%] in aggregate (the “Specified Percentage”).
PROJECT ENERGY REIMAGINED ACQUISITION CORP. Redwood City, California 94065Letter Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Project Energy Reimagined Acquisition Corp. (the “Company”) and EWI Capital SPAC I LLC (“EWI Capital”), 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 Global 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”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 6th, 2023 • Project Energy Reimagined Acquisition Corp. • Blank checks
THIS SPONSOR SUPPORT AGREEMENT, dated as of October 2, 2023 (this “Agreement”), by and among Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 371458 (“SPAC”), Heramba GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the Laws of Germany having its statutory seat in Düsseldorf, Germany, registered with the commercial register of the Local Court of Düsseldorf under HRB 98529 (the “Company”), and Smilodon Capital, LLC, a Delaware limited liability company (“Sponsor”).
BUSINESS COMBINATION AGREEMENT by and among Project Energy Reimagined Acquisition Corp., HERAMBA ELECTRIC plc, HERAMBA MERGER CORP., HERAMBA GMBH and HERAMBA LIMITED Dated as of October 2, 2023Business Combination Agreement • October 6th, 2023 • Project Energy Reimagined Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT, dated as of October 2, 2023 (this “Agreement”), by and among Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 371458 (“SPAC”), Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland with company registration number 744994 (“Irish Holdco”), Heramba Merger Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 403111 (“Merger Sub”), Heramba Limited, an Irish private company duly incorporated under the laws of Ireland with company registration number 745130 (the “Seller”), and Heramba GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the Laws of Germany having its statutory seat in Düsseldorf, Germany, registered with the commercial register of the Local Court of Düsseldorf under HRB 98529 (the “Company”) (SPAC, Irish Holdco,
PROJECT ENERGY REIMAGINED ACQUISITION CORP. Redwood City, California 94065Letter Agreement • September 29th, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Project Energy Reimagined Acquisition Corp. (the “Company”) and EWI Capital SPAC I LLC (“EWI Capital”), 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 Global 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”):
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2023 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of August 1, 2023, by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of October 28, 2021 (the “Trust Agreement”), by and between the parties hereto. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.
