INDEMNITY AGREEMENTIndemnity Agreement • December 18th, 2020 • POEMA Global Holdings Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Poema Global Holdings Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
30,000,000 Units Poema Global Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 2021 • Poema Global Holdings Corp. • Blank checks • New York
POEMA Global Holdings Corp. San Francisco, CA 94105POEMA Global Holdings Corp. • December 18th, 2020 • Blank checks • New York
We are pleased to accept the offer POEMA Global Partners LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of POEMA Global Holdings Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 18th, 2020 • 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 [•], 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”).
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2020 • POEMA Global Holdings Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 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”).
AGREEMENT AND PLAN OF MERGER by and among GOGORO INC., STARSHIP MERGER SUB I LTD., STARSHIP MERGER SUB II LTD., and POEMA GLOBAL HOLDINGS CORP. dated as of September 16, 2021Agreement and Plan of Merger • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of [ ], 202[ ], is made and entered into by and among:
Poema Global Holdings Corp. San Francisco, CA 94105Letter Agreement • December 18th, 2020 • 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 25,000,000 of the Company’s units (and 3,750,000 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
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 4th, 2022 • Poema Global Holdings Corp. • Blank checks • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made and entered into as of April 4, 2022 (the “Effective Date”), by and among Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
COMPANY SHAREHOLDER LOCK-UP AGREEMENTCompany Shareholder Lock-Up Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • Delaware
This COMPANY SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2021, Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and the Persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).
POEMA GLOBAL HOLDINGS CORP.POEMA Global Holdings Corp. • December 18th, 2020 • Blank checks • New York
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2021, by and among Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and Poema Global Partners LLC, a Cayman Islands limited liability company (“Sponsor”).
COMPANY SHAREHOLDER VOTING AGREEMENTCompany Shareholder Voting Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • Delaware
This COMPANY SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2021, Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 21st, 2022 • Poema Global Holdings Corp. • Blank checks
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of March 21, 2022 by and among Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), Starship Merger Sub I Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub”), Starship Merger Sub II Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub II”), and Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
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
WAIVER TO AGREEMENT AND PLAN OF MERGERWaiver to Agreement and Plan of Merger • April 4th, 2022 • Poema Global Holdings Corp. • Blank checks
This WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Waiver”) is made and entered into as of April 4, 2022 by and among Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), Starship Merger Sub I Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub”), Starship Merger Sub II Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub II”), and Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 16, 2021, by and among Gogoro Inc., a Cayman Islands company (the “Company”), Poema Global Holdings Corp., a Cayman Islands exempted company (the “SPAC”), and the undersigned subscriber (“Subscriber”).
