INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 6th, 2021 • Denham Sustainable Performance Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_________], 2021 by and between Denham Sustainable Performance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 6th, 2021 • Denham Sustainable Performance Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Denham Sustainable Performance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Denham SPAC Sponsor I LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • April 6th, 2021 • Denham Sustainable Performance Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2021, is made and entered into by and among Denham Sustainable Performance Acquisition Corp., a Cayman Islands exempted company (the “Company”), Denham SPAC Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 6th, 2021 • Denham Sustainable Performance Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2021, by and between DENHAM SUSTAINABLE PERFORMANCE ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • April 6th, 2021 • Denham Sustainable Performance Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_____], 2021, is by and between Denham Sustainable Performance Acquisition 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”, and also referred to herein as the “Transfer Agent”).
Denham Sustainable Performance Acquisition Corp. Boston, Massachusetts 02116Letter Agreement • April 6th, 2021 • Denham Sustainable Performance 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 among Denham Sustainable Performance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospe
Denham Sustainable Performance Acquisition Corp PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman IslandsDenham Sustainable Performance Acquisition Corp. • April 6th, 2021 • Blank checks • New York
Denham Sustainable Performance Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Denham SPAC Sponsor I LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company (the “Shares”), par value $0.0001 per share, up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Denham Sustainable Performance Acquisition Corp. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • April 6th, 2021 • Denham Sustainable Performance Acquisition Corp. • Blank checks • New York
Denham Sustainable Performance Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
DENHAM SUSTAINABLE PERFORMANCE ACQUISITION CORP. Boston, Massachusetts 02116Letter Agreement • April 6th, 2021 • Denham Sustainable Performance Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Denham Sustainable Performance Acquisition Corp. (the “Company”) and Denham SPAC Sponsor I LLC (the “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 U.S. 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”):
