UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
Beard Energy Transition Acquisition Corp., a Delaware corporation (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, 20,000,000 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 3,000,000 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 here
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 30th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of November 23, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 30th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of November 23, 2021, by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2021, is made and entered into by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), Beard Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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, a “Holder” and collectively the “Holders”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC DATED AS OF NOVEMBER 23, 2021Limited Liability Company Agreement • November 30th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • Delaware
This Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of November 23, 2021, by and among Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), Beard Energy Transition Acquisition Corp., a Delaware corporation (“PubCo”), Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (“Beard Sponsor”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021Warrant Agreement • June 16th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
FORM OF PRIVATE WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of November 23, 2021Warrant Agreement • November 30th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2021, is by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 30th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks
November 23, 2021 Beard Energy Transition Acquisition Corp. New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 30th, 2021 • Beard Energy Transition 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 between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets, Inc., (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-254049), and the prospect
FORM OF PUBLIC WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of November 23, 2021Warrant Agreement • November 30th, 2021 • Beard Energy Transition Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2021, is by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SUPPORT AGREEMENTSupport Agreement • May 19th, 2023 • Beard Energy Transition Acquisition Corp. • Blank checks
This SUPPORT AGREEMENT, dated as of May 18, 2023, (this “Agreement”), is by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), and TJFT STY Holdings, LLC, a Delaware limited liability company (“TJFT”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR AGREEMENTSponsor Agreement • May 19th, 2023 • Beard Energy Transition Acquisition Corp. • Blank checks
This SPONSOR AGREEMENT (this “Agreement”), dated as of May 18, 2023, is made by and among Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company and subsidiary of Acquiror (“OpCo”), Suntuity Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“New PubCo”), Suntuity Renewables, LLC, a New Jersey limited liability company (the “Company”), and Gregory A. Beard, an individual residing in New York (“Beard”). Sponsor, Acquiror, OpCo, New PubCo, Beard and the Company shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among BEARD ENERGY TRANSITION ACQUISITION CORP., SUNTUITY RENEWABLES, LLC, SUNTUITY INC., BEARD MERGER SUB I CORP., BEARD MERGER SUB II LLC and, solely for purposes of Section 7.17 and Article X, BEARD ENERGY...Business Combination Agreement • May 19th, 2023 • Beard Energy Transition Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of May 18, 2023 (this “Agreement”), is by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), Suntuity Inc., a Delaware corporation and wholly owned Subsidiary of Acquiror (“New PubCo”), Beard Merger Sub I Corp., a Delaware corporation and wholly owned Subsidiary of New PubCo (“Merger Sub I”), Beard Merger Sub II LLC, a Delaware limited liability company and wholly owned Subsidiary of New PubCo (“Merger Sub II”), Suntuity Renewables, LLC, a New Jersey limited liability company (the “Company”), and solely for the purpose of Section 7.17 and Article X hereof, each of Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”) and Gregory A. Beard, an individual residing in New York (“Beard”). Acquiror, Merger Sub I, Merger Sub II, New PubCo and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used but no
May 18, 2023 Beard Energy Transition Acquisition Corp. New York, NY 10022 Suntuity Inc. New York, NY 10022 Re: Lock-Up Agreement Ladies and Gentlemen:Letter Agreement • May 19th, 2023 • Beard Energy Transition Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (as the same may be amended, supplemented or modified, the “BCA”) entered into by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), Suntuity Inc., a Delaware corporation and wholly owned Subsidiary of Acquiror (“New PubCo”), Beard Merger Sub I Corp., a Delaware corporation and wholly owned Subsidiary of New PubCo, Beard Merger Sub II LLC, a Delaware limited liability company and wholly owned Subsidiary of New PubCo, Suntuity Renewables LLC, a Delaware limited liability company, and, solely with respect to Section 7.17 and Article X therein, Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company, and Gregory A. Beard, an individual residing in New York. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLCBeard Energy Transition Acquisition Corp. • November 30th, 2021 • Blank checks
This letter agreement by and between Beard Energy Transition Acquisition Corp. (the “SPAC”), Beard Energy Transition Acquisition Holdings LLC (the “Company”), Beard Energy Transition Acquisition Sponsor LLC (“Sponsor”), and Beard Energy Transition Acquisition Holdings Sub LLC (“Affiliate”), an affiliate of Sponsor will confirm our agreement that, commencing on the date certain securities of the SPAC are first listed on the New York Stock Exchange (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 SPAC of an initial business combination or the SPAC’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLCBeard Energy Transition Acquisition Corp. • June 16th, 2021 • Blank checks • New York
BEARD ENERGY TRANSITION ACQUISITION CORP. AND SUNTUITY RENEWABLES Mutually Agree to Terminate Business Combination AgreementBeard Energy Transition Acquisition Corp. • November 27th, 2023 • Blank checks
NEW YORK, N.Y. and HOLMDEL, N.J., November 27, 2023 – Beard Energy Transition Acquisition Corp., a special purpose acquisition corporation (“BRD” or the “Company”) (NYSE: BRD, BRD.U, BRD.WS), and Suntuity Renewables, a leading provider of renewable energy solutions (“Suntuity”), announced today that they have mutually agreed to terminate their previously announced business combination agreement (the “Business Combination Agreement”), effective immediately. As a result, BRD has determined to abandon the special meeting of its stockholders originally scheduled for November 29, 2023 to vote on a proposal to extend the date by which BRD must consummate a business combination beyond December 29, 2023, and BRD intends to dissolve and liquidate in accordance with the provisions of its organizational documents. In connection therewith, BRD will redeem all of its outstanding shares of Class A common stock (the “Class A Shares”) on or about December 12, 2023.
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 30th, 2023 • Beard Energy Transition Acquisition Corp. • Blank checks
TERMINATION OF THE BUSINESS COMBINATION AGREEMENTTermination of the Business Combination Agreement • November 27th, 2023 • Beard Energy Transition Acquisition Corp. • Blank checks
THIS TERMINATION OF THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) is entered into as of 27 November, 2023 (the “Termination Date”), by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), Suntuity Inc., a Delaware corporation and wholly owned Subsidiary of Acquiror (“New PubCo”), Beard Merger Sub I Corp., a Delaware corporation and wholly owned Subsidiary of New PubCo (“Merger Sub I”), Beard Merger Sub II LLC, a Delaware limited liability company and wholly owned Subsidiary of New PubCo (“Merger Sub II”), Suntuity Renewables, LLC, a New Jersey limited liability company (the “Company”), and solely for the purpose of Section 7.17 and Article X thereof, each of Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”) and Gregory A. Beard, an individual residing in New York (“Beard” and together with Acquiror, New PubCo, Company, Merger Sub I, Merger Sub II and Sponsor, the “Parties”). Capital
FOUNDERS UNIT ISSUANCE AGREEMENTFounders Unit Issuance Agreement • March 9th, 2021 • Beard Energy Transition Acquisition Corp. • Delaware
This Founders Unit Issuance Agreement (this “Agreement”) is executed and agreed to as of February 10, 2021 (the “Effective Date”), by and between Beard Energy Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), and Beard Energy Acquisition Sponsor LLC (the “Grantee”). Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Limited Liability Company Agreement of the Company dated February 9, 2021 (the “LLC Agreement”), as may be amended from time to time.
SECURITIES SUBSCRIPTION AND CONTRIBUTION AGREEMENTSecurities Subscription and Contribution Agreement • March 9th, 2021 • Beard Energy Transition Acquisition Corp. • Delaware
This Securities Subscription and Contribution Agreement (this “Agreement”), effective as of February 10, 2021, is made and entered into by and between Beard Energy Acquisition Corp., a Delaware corporation (the “Company”) and Beard Energy Acquisition Holdings LLC, a Delaware limited liability company (“Holdings”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • March 9th, 2021 • Beard Energy Transition Acquisition Corp. • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of February 9, 2021, is made and entered into by and between Beard Energy Acquisition Corp., a Delaware corporation (the “Company”), Gregory A. Beard (the “Buyer”) and Beard Energy Acquisition Holdings LLC, a Delaware limited liability company (“Holdings”).
