ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 13th, 2022 • GoGreen Investments Corp • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 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”).
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”).
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).
