REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2023 • Global Lights Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 13, 2023, is made and entered into by and among Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”), Carbon Neutral Holdings Inc. (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”).
6,000,000 Units Global Lights Acquisition Corp UNDERWRITING AGREEMENT Chardan Capital Markets, LLC 17 State Street, Suite 2130 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The...Underwriting Agreement • November 6th, 2023 • Global Lights Acquisition Corp • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 6th, 2023 • Global Lights Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”), Carbon Neutral Holdings Inc. (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”).
RIGHTS AGREEMENTRights Agreement • November 16th, 2023 • Global Lights Acquisition Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of November 13, 2023 between Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • September 22nd, 2023 • Global Lights Acquisition Corp • Blank checks • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2023 by and between Global Lights Acquisition Corp (the “Company”), an exempted company duly incorporated and validly existing under the law of the Cayman Islands, and ([Passport/ID] Number ), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
FORM OF RIGHTS AGREEMENTForm of Rights Agreement • November 6th, 2023 • Global Lights Acquisition Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of [•], 2023 between Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2023 • Global Lights Acquisition Corp • Blank checks
WHEREAS, the Company wishes for the Indemnitee to serve on its Board of Directors (the “Board”) or as an officer of the Company and wishes to provide the Indemnitee with specific contractual assurance of the Indemnitee’s rights to indemnification against litigation risks and expenses arising from his position as a Director or Officer (as defined below) to the full extent permitted by applicable law;
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 16th, 2023 • Global Lights Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 13, 2023 by and between Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Trustee”).
Global Lights Acquisition Corp Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road Chaoyang District, Beijing 100123 The People’s Republic of ChinaGlobal Lights Acquisition Corp • November 16th, 2023 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Global Lights Acquisition Corp, a Cayman Islands company (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), and one right to receive one-six (1/6) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
FORM OF PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTForm of Private Placement Units Subscription Agreement • November 6th, 2023 • Global Lights Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of __________, 2023, by and between Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”), having its principal place of business at Room 902, Unit 1, 8th Floor, Building 5, No. 201, Tangli Road, Chaoyang District, Beijing 100123, the People’s Republic of China, and Carbon Neutral Holdings Inc., a Cayman Islands limited liability company, having its principal place of business at Building 5, No. 201, Tangli Road, Chaoyang District, Beijing 100123, the People’s Republic of China(the “Subscriber”).
PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENTPrivate Placement Units Subscription Agreement • November 16th, 2023 • Global Lights Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 13, 2023, by and between Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”), having its principal place of business at Room 902, Unit 1, 8th Floor, Building 5, No. 201, Tangli Road, Chaoyang District, Beijing 100123, the People’s Republic of China, and Carbon Neutral Holdings Inc., a Cayman Islands limited liability company, having its principal place of business at Building 5, No. 201, Tangli Road, Chaoyang District, Beijing 100123, the People’s Republic of China(the “Subscriber”).
Global Lights Acquisition Corp Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road Chaoyang District, Beijing 100123 The People’s Republic of ChinaGlobal Lights Acquisition Corp • November 6th, 2023 • Global Lights Acquisition Corp • Blank checks
This letter agreement by and between Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Carbon Neutral Holdings Inc.(“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 Nasdaq Global Market (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”):
AMENDMENT TO PROMISSORY NOTEPromissory Note • November 6th, 2023 • Global Lights Acquisition Corp • Blank checks • New York
This Amendment (the "Amendment') to Promissory Note (the "Original Note), dated December 23, 2021, between Carbon Neutral Holdings Inc., a Cayman Islands limited liability company ("Payee"), and Global Lights Acquisition Corp. ("Maker") is entered into as of April [24], 2023. Capitalized terms used but not defined herein shall have the meanings ascribed in the Original Note.
JOINT FILING AGREEMENTJoint Filing Agreement • November 13th, 2023 • Global Lights Acquisition Corp • Blank checks
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 22nd, 2023 • Global Lights Acquisition Corp • Blank checks • New York
This Amendment (the "Amendment') to Promissory Note (the "Original Note), dated December 23, 2021, between Carbon Neutral Holdings Inc., a Cayman Islands limited liability company ("Payee"), and Global Lights Acquisition Corp. ("Maker") is entered into as of April [24], 2023. Capitalized terms used but not defined herein shall have the meanings ascribed in the Original Note.
Global Lights Acquisition Corp Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road Chaoyang District, Beijing 100123 The People’s Republic of ChinaGlobal Lights Acquisition Corp • November 16th, 2023 • Blank checks
This letter agreement by and between Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Carbon Neutral Holdings Inc.(“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 Nasdaq Global Market (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”):
Global Lights Acquisition Corp Room 902, Unit 1, 8th Floor, Building 5 No. 201, Tangli Road Chaoyang District, Beijing 100123 The People’s Republic of ChinaGlobal Lights Acquisition Corp • September 22nd, 2023 • Global Lights Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on June 7, 2023 by and between Carbon Neutral Holdings Inc., a Cayman Islands limited liability company (the “Subscriber” or “you”), and Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 1,725,000 ordinary shares, $0.0001 par value per share (the “Shares”), up to 225,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
6,000,000 Units Global Lights Acquisition Corp UNDERWRITING AGREEMENT November 13, 2023 Chardan Capital Markets, LLC New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen:Rights Agreement • November 16th, 2023 • Global Lights Acquisition Corp • Blank checks • New York
The undersigned, Global Lights Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
