Regalwood Global Energy Ltd. 30,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
Regalwood Global Energy Ltd., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 Units (as defined below) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are d
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 6th, 2017 • Regalwood Global Energy Ltd. • 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 November 30, 2017, is entered into by and among Regalwood Global Energy Ltd., a Cayman Islands exempted company (the “Company”), and CIEP Sponsor Ltd., a Cayman Islands company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 16th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2017, by and between Regalwood Global Energy Ltd., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 5, 2017, by and between Regalwood Global Energy Ltd., a Cayman Islands exempted company (the “Company”) and CIEP Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”).
WARRANT AGREEMENTWarrant Agreement • December 11th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of December 5, 2017 is between Regalwood Global Energy Ltd., a Cayman Islands exempted company, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
Regalwood Global Energy Ltd. Suite 220 South Washington, D.C. 20004 Citigroup Global Markets Inc. New York, New York 10013 New York, New York 10179Underwriting Agreement • December 11th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Regalwood Global Energy Ltd., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representatives (collectively, the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
This Agreement is made as of December 5, 2017 by and between Regalwood Global Energy Ltd. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • December 11th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of December 5, 2017, between Regalwood Global Energy, Ltd., a Cayman Islands exempted company (the “Company”), and CIEP Sponsor Ltd., a Cayman Islands exempted company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December [●], 2017, by and between Regalwood Global Energy Ltd., a Cayman Islands exempted company (the “Company”) and CIEP Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”).
REGALWOOD GLOBAL ENERGY LTD.Regalwood Global Energy Ltd. • December 11th, 2017 • Blank checks
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 Regalwood Global Energy Ltd. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), CIEP Sponsor Ltd. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 1001 Pennsylvania Avenue N.W., Suite 220 South, Washington, D.C. 20004 (or any successor location). In exchange therefore, the Company shall pay CIEP Sponsor Ltd. a sum not to exceed $20,000 per month, respectively, on the Effective Date and continuing monthly thereafter until
Regalwood Global Energy Ltd. Suite 220 South Washington, D.C. 20004 Citigroup Global Markets Inc. New York, New York 10013 New York, New York 10179Underwriting Agreement • December 11th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Regalwood Global Energy Ltd., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representatives (collectively, the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Regalwood Global Energy Ltd.Regalwood Global Energy Ltd. • November 16th, 2017 • Blank checks
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 Regalwood Global Energy Ltd. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), CIEP Sponsor Ltd. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 1001 Pennsylvania Avenue N.W., Suite 220 South, Washington, D.C. 20004. In exchange therefore, the Company shall pay CIEP Sponsor Ltd. $20,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
FORM OF FORWARD PURCHASE AGREEMENTForm of Forward Purchase Agreement • November 16th, 2017 • Regalwood Global Energy Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2017, between Regalwood Global Energy, Ltd., a Cayman Islands exempted company (the “Company”), and CIEP Sponsor Ltd., a Cayman Islands exempted company (the “Purchaser”).
