30,000,000 Units Poema Global Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 2021 • Poema Global Holdings Corp. • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 11th, 2021 • Poema Global Holdings Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 5, 2021, is made and entered into by and among Poema Global Holdings Corp., a Cayman Islands exempted company (the “Company”), Poema Global Partners LLC, a Cayman Islands 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Poema Global Holdings Corp. San Francisco, CA 94105 lLetter Agreement • January 11th, 2021 • Poema Global Holdings Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Poema Global Holdings Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and UBS Securities LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (and 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospectus (the “Pros
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 11th, 2021 • Poema Global Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 5, 2021, is entered into by and between Poema Global Holdings Corp., a Cayman Islands exempted company (the “Company”), and Poema Global Partners LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENT POEMA GLOBAL HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 5, 2021Warrant Agreement • January 11th, 2021 • Poema Global Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 5, 2021, is by and between Poema Global Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 2021 • Poema Global Holdings Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 5, 2021 by and between Poema Global Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
POEMA GLOBAL HOLDINGS CORP.Poema Global Holdings Corp. • January 11th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Poema Global Holdings Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Poema Global Partners LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 101 Natoma St., 2F, San Francisco, CA 94105 and 49/F One Exchange Square, 8 Connaught Place, Central, Hong Kong (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 p
