PROJECT ENERGY HOLDINGS CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2023 • Prospect Energy Holdings Corp. • Blank checks • New York
Project Energy Holdings Corporation, a Cayman Islands corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • August 24th, 2023 • Prospect Energy Holdings Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2023 between Prospect Energy Holdings Corp., a Cayman Islands exempted company with limited liability, with its principal executive office at 14745 Rick Ln, Corona, CA 92880 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004, as warrant agent (the “Warrant Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 24th, 2023 • Prospect Energy Holdings Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2023, by and between PROSPECT ENERGY HOLDINGS CORP., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 24th, 2023 • Prospect Energy Holdings Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among PROSPECT ENERGY HOLDINGS CORP., a Cayman Islands exempted company (the “Company”), Meijin Energy Holdings Ltd., a Cayman Islands 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”).
Prospect Energy Holdings Corp. 14745 Rick Ln Corona, CA 92880 EF Hutton, division of Benchmark Investments, LLC New York, NY 10022Letter Agreement • August 24th, 2023 • Prospect Energy 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 between PROSPECT ENERGY HOLDINGS CORP., a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 of the Company’s units (or up to 8,625,000 units if the over-allotment option is exercised in full, the “Units”). Each Unit is comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”), and one redeemable warrant (each, a “Public Warrant”), which entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • August 24th, 2023 • Prospect Energy Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of [______], 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among PROSPECT ENERGY HOLDINGS CORP., a Cayman Islands exempted company (the “Company”) and Meijin Energy Holdings Ltd., a Cayman Islands exempted company (the “Purchaser”).
