REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of November 3, 2023 (this “Agreement”), is made and entered into by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Company”), Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), DDGN Advisors LLC, a Delaware limited liability company (“DDGN”), the individuals listed under Twin Ridge Holders on the signature page hereto (each a “Twin Ridge Holder” and, collectively, the “Twin Ridge Holders”), and the undersigned parties listed under Legacy Carbon Revolution Holders on the signature page hereto (each a “Legacy Carbon Revolution Holder” and, collectively, the “Legacy Carbon Revolution Holders” and, together with the Sponsor, DDGN, the Twin Ridge Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6(e) of this Agreement, each a “Holder” and collectively the “Holders”).
FORM OF WARRANT AMENDMENT AGREEMENT betweenWarrant Amendment Agreement • June 30th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS WARRANT AMENDMENT AGREEMENT (this “Agreement”), dated [_], 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as successor warrant agent, and Continental Stock Transfer & Trust Company, a New York corporation, (“Continental”) as former warrant agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the existing Warrant Agreement, dated March 3, 2021, by and between the Company and Continental (the “Existing Warrant Agreement”);
ContractEmployment Agreement • February 27th, 2023 • Carbon Revolution Ltd. • Victoria
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.
ContractCarbon Revolution Public LTD Co • April 11th, 2024 • Motor vehicle parts & accessories • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, AND IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION THEREFROM.
AMENDMENT TO WARRANT TO PURCHASE ORDINARY SHARESCarbon Revolution Public LTD Co • April 11th, 2024 • Motor vehicle parts & accessories • New York
THIS AMENDMENT TO THAT WARRANT TO PURCHASE ORDINARY SHARES (this “Amendment”) is made as of this 10th day of April 2024, by OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (together with their successors and permitted assigns, the “Holders”) and Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Company”).
ASSIGNMENT AND ASSUMPTION AGREEMENT between TWIN RIDGE CAPITAL ACQUISITION CORP. CARBON REVOLUTION PUBLIC LIMITED COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated November 3, 2023Assignment and Assumption Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated November 3, 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as warrant agent in relation to the warrant
ContractEmployment Agreement • February 27th, 2023 • Carbon Revolution Ltd. • Victoria
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 10th day of April 2024, by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Company”), and OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (collectively, the “Investors,” and each individually, the “Investor”).
MERGECO LOCK-UP AGREEMENTMergeco Lock-Up Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • Delaware
This lock-up agreement (this “Agreement”) is dated as of November 3, 2023, by and among the undersigned (the “Holder”) and Carbon Revolution Public Limited Company (formerly known as Poppetell Limited), a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Business Combination Agreement and the Scheme Implementation Deed (each as defined below), as applicable.
DEED OF INDEMNIFICATIONDeed of Indemnification • April 10th, 2023 • Carbon Revolution Ltd. • Motor vehicle parts & accessories
This Deed of Indemnification (“Deed”) is made as of __________________, 2023 by and between Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland (registered number 607450) having its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”) and Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange (“Carbon Revolution Australia” and together with the Company, the “Indemnitors” and each an “Indemnitor”) and [ ● ] (“Indemnitee”).
WARRANT AMENDMENT AGREEMENT between TWIN RIDGE CAPITAL ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated November 3, 2023Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS WARRANT AMENDMENT AGREEMENT (this “Agreement”), dated November 3, 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as successor warrant agent, and Continental Stock Transfer & Trust Company, a New York corporation, (“Continental”) as former warrant agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the existing Warrant Agreement, dated March 3, 2021, by and between the Company and Continental (the “Existing Warrant Agreement”);
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT between TWIN RIDGE CAPITAL ACQUISITION CORP. CARBON REVOLUTION PUBLIC LIMITED COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated [_], 2023Assignment and Assumption Agreement • June 30th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated [_], 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as warrant agent in relation to the warrant agreement, dated as of March 3, 2021, as amended by the Warrant Amendment Agreement (as defined below), the “Existing Warrant Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement;
ContractCarbon Revolution Ltd. • April 10th, 2023 • Motor vehicle parts & accessories
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”), dated as of April 10, 2024, amends the Securities Purchase Agreement, dated as of September 21, 2023 (the “Securities Purchase Agreement”), by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Issuer”), OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (collectively, the “Buyer”), and, solely for purposes of limited provisions of the Securities Purchase Agreement, Carbon Revolution Operations PTY LTD., an Australian private limited company (“Carbon Revolution Operations”). Capitalized terms used and not defined herein have the respective meanings given to them in the Securities Purchase Agreement.
