FIRST AMENDMENT TO SPONSOR LETTER AGREEMENTSponsor Letter Agreement • September 19th, 2022 • Perfect Corp. • Services-prepackaged software
This First Amendment to Sponsor Letter Agreement (this “Amendment”), dated as of September 16, 2022, is entered into by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”), and Provident Acquisition Holdings Ltd., a Cayman Islands exempted company with limited liability (“Sponsor”) and amends that certain Sponsor Letter Agreement, dated as of March 3, 2022 (the “Sponsor Letter Agreement”), by and among the Company, PAQC and Sponsor. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Sponsor Letter Agreement.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • September 29th, 2021 • ARYA Sciences Acquisition Corp IV • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of September 29, 2021, is made by and among ARYA Sciences Holdings IV, an exempted company incorporated in the Cayman Islands with limited liability (the “ARYA Sponsor”), ARYA Sciences Acquisition Corp IV, an exempted company incorporated in the Cayman Islands with limited liability (“ARYA”), Amicus GT Holdings, LLC, a Delaware limited liability company (“Amber GT”), each of Todd Wider, Leslie Trigg and Michael Henderson (collectively, the “Other Class B Shareholders”, and together with the ARYA Sponsor, collectively, the “Class B Shareholders”) and each of Joseph Edelman, Adam Stone, Michael Altman and Konstantin Poukalov (collectively, the “Other Insiders”, and together with the Class B Shareholders, collectively, the “Insiders”). ARYA, Amber GT and the Insiders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • June 17th, 2021 • Valens Semiconductor Ltd.
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 25, 2021, is made by and among PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”), PTK Acquisition Corp., a Delaware corporation (“PTK”), and Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). The Sponsor, PTK and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 CarLotz, Inc. 3301 West Moore Street Richmond, VA 23230 CarLotz Group, Inc. 3301 West Moore Street Richmond, VA 23230 Re: Amended and Restated Sponsor Letter Agreement...Sponsor Letter Agreement • August 12th, 2022 • CarLotz, Inc. • Retail-auto dealers & gasoline stations • Delaware
This letter (this “Sponsor Letter Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), by and among Shift Technologies, Inc., a Delaware corporation (“Parent”), Shift Remarketing Operations, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and CarLotz, Inc., a Delaware corporation (the “Company”), and hereby amends and restates in its entirety that certain letter dated October 21, 2020 (the “Prior Letter Agreement”), from Acamar Partners Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) to the Company and CarLotz Group, Inc., a Delaware corporation (“CarLotz OpCo”). Certain capitalized terms used herein are defined in paragraph 9 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. Pursuant to the Merger Agreement (and subject to the terms and
AMENDED AND RESTATED SPONSOR LETTER AGREEMENTSponsor Letter Agreement • May 13th, 2024 • TortoiseEcofin Acquisition Corp. III • Blank checks
This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 10, 2024, is made by and among TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), those certain holders of TortoiseCorp III Class B Shares set forth on the signature pages hereto under “Other Class B Holders” (the “Other Class B Holders” and, together with the Sponsor, the “Class B Holders”), TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (“TortoiseCorp III”), TRTL Holding Corp., a Delaware corporation and wholly owned subsidiary of TortoiseCorp III (“Pubco”), and One Energy Enterprises Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 5, the Persons set forth on the signature pages hereto under “Other Parties” (the “Other Parties” and, together with the Class B Holders, the “Letter Agreement Parties”). The Sponsor, the Other Class B Holders, TortoiseCorp III, Pubco and the Company shall be referred to h
Re: Amendment to Sponsor Letter AgreementSponsor Letter Agreement • April 19th, 2022 • Tuatara Capital Acquisition Corp • Services-computer programming services
Reference is made to (i) that certain letter agreement, dated as of November 8, 2021 (the “Sponsor Letter Agreement”), by and among TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tautara Capital Acquisition Corporation, a Cayman Islands exempted company (including any successor entity thereto, including upon the Domestication, “Tuatara”) and SpringBig, Inc., a Delaware corporation (the “Company”) and (ii) that certain Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2022 (as amended, the “A&R Merger Agreement”) by and among Tuatara, HighJump Merger Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of Tuatara (“Merger Sub”) and the Company. Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Sponsor Letter Agreement.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 28th, 2022 • Athena Consumer Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 28, 2022, is made by and among Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Athena Consumer Acquisition Corp., a Delaware corporation (“Athena”), Next.e.GO Mobile SE, a European public company (Societas Europae) (the “Company”) and Next.e.GO B.V., a Dutch private limited liability company, to be converted into a Dutch public limited liability Company and renamed Next.e.GO N.V. promptly following the Exchange (“TopCo”), and Isabelle Freidheim, Jane Park, Jennifer Carr-Smith, and Angelina Smith (such individuals, collectively, the “Insiders” and together with the Sponsor, the “Sponsor and Insider Parties”). The Sponsor, Athena, the Company and TopCo and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 4th, 2021 • Sustainable Opportunities Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made by and among Sustainable Opportunities Holdings LLC, a Delaware limited liability company (the “Sponsor”), all other holders of SOAC Class B Shares, as set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Shareholders”), Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company (“SOAC”), and DeepGreen Metals Inc., a corporation existing under the laws of British Columbia, Canada (the “Company”). The Sponsor, the Other Class B Holders, SOAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 6th, 2021 • CHP Merger Corp. • Blank checks
This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made by and among CHP Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), a holder of CHP Merger Corp., a Delaware corporation (“CHP”) Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, a “CHP Stockholder”, and collectively, the “CHP Stockholders”), CHP, and Integrity Implants Inc., a Delaware corporation (the “Company”). The CHP Stockholders, CHP and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 27th, 2024 • Bannix Acquisition Corp. • Services-prepackaged software
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 26, 2024, is made by and among Instant Fame, LLC, a Nevada limited liability company (the “Sponsor”), Bannix Acquisition Corp., a Delaware company (“BNIX”), and VisionWave Technologies Inc., a Nevada corporation (the “Company”). The Sponsor, BNIX and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 30th, 2023 • Blockchain Coinvestors Acquisition Corp. I • Blank checks
This Amendment No. 1 to Sponsor Letter Agreement (this “Amendment No. 1”) is dated as of August 22, 2023, by and among Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (“Sponsor”), Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability, which may redomesticate as a Delaware company in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “BCSA”), and Qenta Inc., a Delaware corporation (the “Company”). Sponsor, BCSA and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement or Sponsor Letter Agreement (each as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • October 31st, 2022 • Spree Acquisition Corp. 1 LTD • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”) is entered into as of October 29, 2022, by and among WHC Worldwide, LLC, a Missouri limited liability company (the “Company”), Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Spree”), Spree Operandi LP, a Cayman Islands exempted limited partnership and its wholly-owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership (the “Spree Sponsor”), each of Messrs. Eran (Rani) Plaut, Nir Sasson, Shay Kronfeld, Joachim Drees, Steven Greenfield, David Riemenschneider and Philipp von Hagen (collectively, the “Insiders”) and, solely for purposes of amending the Sponsor Letter (as defined below), each of Steven Greenfield and Shay Kronfeld (collectively, the “Officers”). Each of the Company, Spree, the Spree Sponsor and each of the Insiders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Each of the Spree Sponsor and each of the Insiders are sometimes referred to her
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 19th, 2021 • Investindustrial Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made by and among Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “Sponsor”), the other holders of IIAC Class B Shares set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Shareholders”), Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), and Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (together with its successors, including from and after the Conversion (as such term is defined in the Business Combination Agreement), the “Company”). The Sponsor, the Other Class B Holders, IIAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined bel
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 14th, 2022 • Rice Acquisition Corp. II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of December 13, 2022, is made by and among Rice Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Rice Acquisition Corp. II (“RONI” and, following the Closing, the “Public Company”), Rice Acquisition Holdings II, LLC (“RONI Holdings”), NET Power, LLC, a Delaware limited liability company (the “Company”), and, certain individuals, each of whom is a member of RONI’s board of directors and/or management (the “Insiders” and collectively, with the Sponsor, the “Sponsor Parties”). Sponsor, RONI, RONI Holdings, the Company and the Insiders shall be referred to herein from time to time, collectively, as the “Parties” and each, individually, as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 10th, 2021 • Environmental Impact Acquisition Corp • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of August 9, 2021, is made by and among (i) CG Investments Inc. VI, a Canadian corporation (“Sponsor”), (ii) HB Strategies LLC, a Delaware limited liability company (“HB Strategies”), (iii) the other holders of Class B Common Stock, par value $0.0001 per share, of ENVI (“ENVI Class B Shares”) (such holders, the “Other Class B Shareholders” and together with Sponsor and HB Strategies, the “Shareholders,” and each a “Shareholder”), (iv) Environmental Impact Acquisition Corp., a Delaware corporation (“ENVI”), and (v) GreenLight Biosciences, Inc., a Delaware corporation (the “Company”). Each of the Shareholders, ENVI and the Company shall be referred to herein from time to time collectively as the “Parties” and each as a “Party.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 8, 2022, is made by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). The Sponsor, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 10th, 2021 • Atlas Crest Investment Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 10, 2021, is made by and among Atlas Crest Investment LLC, a Delaware limited liability company (the “Sponsor”), Atlas Crest Investment Corp., a Delaware corporation (“Atlas”), Archer Aviation Inc., a Delaware corporation (the “Company”) and, solely for purposes of Sections 5, 7 and 8 (and the other sections of this Agreement solely to the extent relating to Sections 5, 7 and 8), certain individuals, each of whom is a member of Atlas’s board of directors and/or management (the “Insiders”). The Sponsor, Atlas, the Company and the Insiders (solely for purposes of Sections 5, 7 and 8 (and the other sections of this Agreement solely to the extent relating to Sections 5, 7 and 8)) shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Alpha Capital Acquisition Company Floor 16 New York, NY 10020 Alpha Capital Holdco Company 16th Floor New York, NY 10020 Semantix Tecnologia em Sistema de Informação S.A. Av. Eusébio Matoso, 1.375, 10º andar São Paulo, São Paulo, Brazil, CEP 05423-180Sponsor Letter Agreement • November 17th, 2021 • Alpha Capital Acquisition Co • Blank checks
Reference is made herein (this “Sponsor Letter Agreement”) to that certain Business Combination Agreement, dated as of the date hereof, by and among SPAC Capital Acquisition Company, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Alpha Merger Sub I Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“First Merger Sub”), Alpha Merger Sub II Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Second Merger Sub”), Alpha Merger Sub III Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Third Merger Sub” and, together with First Merger Sub and Second Merger Sub, the “Mer
AMENDMENT TO SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 13th, 2023 • Global Partner Acquisition Corp II • Blank checks
This Amendment (this “Amendment”), dated as of December 8, 2023, to the Sponsor Letter Agreement (as defined below) is entered into by and among Global Partner Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Global Partner Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror” and, following the Closing, the “Public Company”), Stardust Power Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 1, 3, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 1, 3, 8 and 9), certain individuals, each of whom is a member of Acquiror’s board of directors and/or management (the “Insiders”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Sponsor Letter Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 3rd, 2022 • Provident Acquisition Corp. • Blank checks • New York
This SPONSOR LETTER AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company”), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“PAQC”), and Provident Acquisition Holdings Ltd., a Cayman Islands exempted company with limited liability (“Sponsor”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 30th, 2020 • ARYA Sciences Acquisition Corp II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 29, 2020, is made by and among ARYA Sciences Holdings, a Cayman Islands exempted limited company (the “Sponsor”), the other holders of ARYA Class B Shares set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Class B Holders”), ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (“ARYA”), and Cerevel Therapeutics, Inc., a Delaware corporation (the “Company”). The Sponsor, the Other Class B Holders, ARYA and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 5th, 2024 • Slam Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 4, 2024, is made by and among Slam Sponsor, LLC, an exempted company incorporated in the Cayman Islands with limited liability (the “Sponsor”), Lynk Global, Inc., a Delaware corporation (the “Company”), and the undersigned individuals (the “Insiders” and together with the Sponsor, the “Sponsor Parties”). The Sponsor, the Company and the Insiders shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 14th, 2021 • Haymaker Acquisition Corp. III • Blank checks
This SPONSOR LETTER AGREEMENT (this “Sponsor Letter Agreement”) is entered into as of December 13, 2021, by and among Haymaker Acquisition Corp. III, a Delaware corporation (“HYAC”), Haymaker Sponsor III LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), BioTE Holdings, LLC, a Nevada limited liability company (“BioTE”), Teresa S. Weber (“Members’ Representative”), and each other holder of the issued and outstanding shares of Class B common stock of HYAC, par value $0.0001 per share (the “Class B Common Shares”), that is required to become bound by the terms and conditions hereof (collectively with the Sponsor, the “Class B Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 6th, 2023 • Cascadia Acquisition Corp. • Blank checks
This Sponsor Letter Agreement (this “Sponsor Letter Agreement”) is dated as of February 5, 2023, by and among Cascadia Acquisition Corp., a Delaware corporation (“Cascadia”), the persons set forth on Schedule I to this Sponsor Letter Agreement (the “Support Parties”), and RealWear, Inc., a Washington corporation (the “Company”). Cascadia, the Support Parties and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 19, 2020, is made by and between Longview Investors LLC, a Delaware Limited Liability Company, a holder of Longview Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, the “Longview Shareholder”, and collectively, the “Longview Shareholders”), Longview Acquisition Corp. (“Longview”) and Butterfly Network, Inc., a Delaware corporation (the “Company”). The Longview Shareholders, Longview and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 21st, 2021 • Longview Acquisition Corp. II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made by and among Longview Investors II LLC, a Delaware limited liability company, a holder of Longview Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, the “Longview Shareholder”, and collectively, the “Longview Shareholders”), Longview Acquisition Corp. II, a Delaware corporation (“Longview”), and HeartFlow Holding, Inc., a Delaware corporation (the “Company”). The Longview Shareholders, Longview and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 3rd, 2021 • ArcLight Clean Transition Corp. II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”) is entered into as of December 2, 2021, by and among Opal Fuels LLC, a Delaware limited liability company (the “Company”), ArcLight Clean Transition Corp. II, an exempted company incorporated in the Cayman Islands with limited liability (“ACT”), ArcLight CTC Holdings II, L.P., a Delaware limited partnership (the “ACT Sponsor”), each of Arno Harris, Audrey Lee, Brian Goncher and Steven Berkenfeld (collectively, the “Insiders”) and, solely for purposes of amending the Sponsor Letter (as defined below), each of John F. Erhard, Daniel R. Revers, Marco F. Gatti, Christine M. Miller, Kerrick S. Knauth (collectively, the “Officers”). Each of the Company, ACT, the ACT Sponsor and each of the Insiders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Each of the ACT Sponsor and each of the Insiders are sometimes referred to herein individually as a “Shareholder.” Except as otherwise specified herein, ca
HPX Corp. Wilmington, Delaware 19801 Emergência Participações S.A. Avenida Angélica, nº 2346 5th floor, room 4, Consolação, 01228-200, São Paulo - SP Brazil Ambipar Emergency Response Avenida Angélica, nº 2346 5th floor, room 4, Consolação, 01228-200,...Sponsor Letter Agreement • July 7th, 2022 • HPX Corp. • Blank checks
Reference is made herein to that certain Business Combination Agreement, dated as of the date hereof, by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands (“Merger Sub”), Emergência Participações S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”) and Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of October 28, 2021, is made by and among Tailwind Two Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the other holder of shares of Acquiror Class B Common Stock (the “Founder Shares”) (such holder of Founder Shares, the “Other Holder”, and together with the Sponsor, collectively, the “Holders” in each case as set forth on Schedule I hereto) and certain other persons (together with the Other Holder, the “Insiders”), Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), and Terran Orbital Corporation, a Delaware corporation (the “Company”). The Sponsor, the Other Holders, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as hereinafter defined).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 2nd, 2021 • BOA Acquisition Corp. • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of December 1, 2021, is made by and among Bet on America, LLC, a Delaware limited liability company (the “Sponsor”), Selina Holding Company, UK Societas (the “Company”), solely for the purposes of Section 1 and Sections 3 to 8 and Sections 9 to 19 (solely to the extent related to the foregoing), BOA Acquisition Corp., a Delaware corporation (“BOA”), and solely for the purposes of Section 1 and Sections 3 to 8 and Sections 9 to 19 (solely to the extent related to the foregoing), each of the undersigned individuals (such individuals are hereinafter jointly referred to collectively as the “Insiders” and, together with the Sponsor, the “Sponsor Parties”). The Sponsor, BOA, the Insiders and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined belo
Amendment to SPONSOR LETTER AGREEMENTSponsor Letter Agreement • November 9th, 2021 • Capstar Special Purpose Acquisition Corp. • Pharmaceutical preparations
This Amendment to the Sponsor Letter Agreement (this “Amendment”) is entered into as of November 8, 2021 (the “Amendment Effective Date”), by and among Capstar Sponsor Group LLC, a Delaware limited liability company (the “Sponsor”), Capstar Special Purpose Acquisition Corp., a Delaware corporation (“Capstar”), the other holders of Capstar Class B Common Stock set forth on Schedule I hereto (the “Other Class B Holders,” and, together with the Sponsor, collectively, the “Class B Holders”) and Gelesis, Inc., a Delaware corporation (the “Company”).
CEMAC Sponsor LP 190 Elgin Avenue George Town, Grand Cayman, KY1-9008 Cayman IslandsSponsor Letter Agreement • March 7th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks
This letter (this “Sponsor Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (the “Agreement”) dated March 1, 2023, by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), (ii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (the “Company”), (iii) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), (iv) CEMAC Merger Sub, Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco, (v) Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco, (vi) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the SPAC Representative thereunder, and (vii) Ian Lim Teck Soon, an individual, in the capacity as the Seller Representative thereunder. Certain capitalized terms
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 18th, 2023 • TortoiseEcofin Acquisition Corp. III • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of August 14, 2023, is made by and among TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), those certain holders of TortoiseCorp III Class B Shares set forth on the signature pages hereto under “Other Class B Holders” (the “Other Class B Holders” and, together with the Sponsor, the “Class B Holders”), TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (“TortoiseCorp III”), and One Energy Enterprises Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 5, the Persons set forth on the signature pages hereto under “Other Parties” (the “Other Parties” and, together with the Class B Holders, the “Letter Agreement Parties”). The Sponsor, the Other Class B Holders, TortoiseCorp III and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the m
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 29th, 2021 • Ajax I • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of [•], 2021, is made by and among AJAX I Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Ajax I, a Cayman Islands exempted company (“AJAX”), and Cazoo Holdings Limited, a private limited liability company formed under the laws of England and Wales (the “Company”). The Sponsor, AJAX and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 12th, 2021 • Pathfinder Acquisition Corp • Blank checks
This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this “Agreement”) is entered into as of August 11, 2021, by and among ServiceMax, Inc., a Delaware corporation (the “Company”), Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“Pathfinder”), Pathfinder Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and, solely for purposes of Sections 2(b) and (c), Section 5, Section 7 (solely in respect of his or her respective representations and warranties contained therein), and Section 10 through Section 21, each of Richard Lawson, David Chung, Lindsay Sharma, Jon Steven Young, Hans Swildens, Steven Walske, Lance Taylor, Omar Johnson and Paul Weiskopf (each, a “Pathfinder Insider” and, collectively, the “Pathfinder Insiders”). Each of the Sponsor and each of the Pathfinder Insiders are sometimes referred to herein individually as a “Pathfinder Person” and collectively as the “Pathfinder Persons”, and each of the Co
