REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2021 • GoGreen Investments Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2021, is made and entered into by and among GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), GoGreen Sponsor 1 LP (the “Sponsor”), and the undersigned parties listed 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 of this Agreement, a “Holder” and collectively the “Holders”).
20,000,000 Units GoGreen Investments Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2021 • GoGreen Investments Corp • Blank checks • New York
GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 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 “Representatives” as used herein shall mean you, as the Underwriters, and the term “Underwriters” shall mean either the singular or plural as the context requi
GoGreen Investments Corporation One City Centre Houston, TX 77002GoGreen Investments Corp • June 4th, 2021 • Blank checks • New York
GoGreen Investments Corporation, a Cayman Islands exempted company with limited liability (the “Company”), is pleased to accept the offer GoGreen Sponsor 1 LP, a Delaware limited partnership, (the “Subscriber” or “you”) has made to subscribe for 7,187,500 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the Company’s in
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 1st, 2021 • GoGreen Investments Corp • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
24,000,000 Units GoGreen Investments Corporation UNDERWRITING AGREEMENTGoGreen Investments Corp • October 26th, 2021 • Blank checks • New York
GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 24,000,000 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 3,600,000 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 “Representatives” as used herein shall mean you, as the Underwriters, and the term “Underwriters” shall mean either the singular or plural as the context requi
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 1st, 2021 • GoGreen Investments Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 1021 Main St., Suite #1960, Houston, Texas 77002, and GoGreen Sponsor 1 LP, a Delaware limited partnership, having its principal place of business at 1021 Main St., Suite #1960, Houston, Texas 77002 (the “Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 1st, 2021 • GoGreen Investments Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
GoGreen Investments Corporation Houston, TX 77002Letter Agreement • September 27th, 2021 • GoGreen Investments Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, 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 23,000,000 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 Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registrat
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 27th, 2021 • GoGreen Investments Corp • Blank checks • New York
Pursuant to Section 1(j) of the Investment Management Trust Agreement between GoGreen Investments Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [_______], 2021 (“Trust Agreement”), the Company hereby requests that you liquidate sufficient amounts from the trust account and deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT between GOGREEN INVESTMENTS CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 20, 2021Warrant Agreement • October 26th, 2021 • GoGreen Investments Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 20, 2021, is by and between GoGreen Investments Corporation, 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”, also referred to herein as the “Transfer Agent”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • July 6th, 2023 • GoGreen Investments Corp • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of July 5, 2023, by and among GoGreen Investments Corporation, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Lifezone Metals Limited, an Isle of Man Company (“Holdings”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).
GOGREEN INVESTMENTS CORPORATIONGoGreen Investments Corp • October 26th, 2021 • Blank checks • New York
This letter agreement by and between GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”) and GoGreen Sponsor 1 LP (“Sponsor”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
GoGreen Investments Corporation Houston, TX 77002Letter Agreement • October 26th, 2021 • GoGreen Investments Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, 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 27,600,000 of the Company’s units (including up to 3,600,000 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 (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registrat
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2021 • GoGreen Investments Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 20, 2021 by and between GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • GoGreen Investments Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023 is made and entered into by and among Lifezone Metals Limited, an Isle of Man company (“Holdings”), GoGreen Sponsor 1 LP (the “Sponsor” and, together with the equityholders designated as Legacy GoGreen Holders on Schedule A hereto, the “Legacy GoGreen Holders”), the equityholders of Lifezone Holdings Limited (the “Company”), an Isle of Man company, designed as Legacy Lifezone Holders on Schedule B hereto (each such party a “Legacy Lifezone Holder”, and together with the Legacy GoGreen Holders 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”), and, for the limited purpose set forth in Section 5.4 of this Agreement, GoGreen Investments Corporation, a Cayman Islands exempted company (“GoGreen”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 13th, 2022 • GoGreen Investments Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 13, 2022, by and among Lifezone Metals Limited, an Isle of Man company (the “Issuer”), GoGreen Investments Corporation, a Cayman Islands exempted company (“GOGN”), and the undersigned (“Subscriber”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 26th, 2021 • GoGreen Investments Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 20, 2021, by and between GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 1021 Main St., Suite #1960, Houston, Texas 77002, and GoGreen Sponsor 1 LP, a Delaware limited partnership, having its principal place of business at 1021 Main St., Suite #1960, Houston, Texas
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 27th, 2021 • GoGreen Investments Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 1021 Main St., Suite #1960, Houston, Texas 77002, and GoGreen Sponsor 1 LP, a Delaware limited partnership, having its principal place of business at 1021 Main St., Suite #1960, Houston, Texas 77002 (the “Subscriber”).
BUSINESS COMBINATION AGREEMENT by and among GOGREEN INVESTMENTS CORPORATION, GOGREEN SPONSOR 1 LP, LIFEZONE METALS LIMITED, Aqua Merger Sub, LIFEZONE HOLDINGS LTD, THE COMPANY SHAREHOLDERS REPRESENTATIVE REFERRED TO HEREIN and THE COMPANY shareholderS...Business Combination Agreement • December 13th, 2022 • GoGreen Investments Corp • Blank checks • Delaware
FORM OF LOCK-UP AGREEMENT (SPONSOR)Lock-Up Agreement • December 13th, 2022 • GoGreen Investments Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) [Lifezone Metals Limited], an Isle of Man company (“Holdings”), and (ii) the undersigned (the “Holder”). Holdings and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENT [(KEY COMPANY SHAREHOLDERS)]Lock-Up Agreement • December 13th, 2022 • GoGreen Investments Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] between (i) Lifezone Metals Limited, an Isle of Man company (“Holdings”), and (ii) the undersigned (the “Holder”). Holdings and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 13th, 2022 • GoGreen Investments Corp • Blank checks
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of December 13, 2022, by and among GoGreen Sponsor 1 LP, a Delaware limited partnership (collectively with its heirs, successors and assigns, the “Sponsor”), GoGreen Investments Corporation, a Cayman Islands exempted company (“Purchaser”), Lifezone Holdings Ltd, an Isle of Man company (the “Company”), and Lifezone Metals Limited, an Isle of Man company (“Holdings”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
