REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2020, is made and entered into by and among Dune Acquisition Corporation, a Delaware corporation (the “Company”), Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
WARRANT AGREEMENTWarrant Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 17, 2020, is by and between Dune Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 17, 2020 by and between Dune Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between DUNE ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: December 17, 2020 DUNE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
The undersigned, Dune Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald& Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Dune Acquisition CorporationUnderwriting Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Dune Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined bel
INDEMNITY AGREEMENTIndemnification Agreement • September 10th, 2020 • Dune Acquisition Corp • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2020, by and between Dune Acquisition Corporation, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
Dune Acquisition CorporationSecurities Subscription Agreement • September 10th, 2020 • Dune Acquisition Corp • Blank checks • Delaware
Dune Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Dune Acquisition Holdings LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 3,737,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 487,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • December 4th, 2023 • Dune Acquisition Corp • Industrial inorganic chemicals
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 1, 2023, by and among Dune Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 17, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Dune Acquisition Corporation, a Delaware corporation (the “Company”), and Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of GLOBAL GAS HOLDINGS LLC dated as of December 21, 2023Limited Liability Company Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2023 (the “Effective Date”), by and among Global Gas Holdings LLC, a Delaware limited liability company (the “Company”) and any Person who is currently a member of the Company and any other Person who shall hereafter execute this Agreement as a Member of the Company (any such current members and any such other Person being herein referred to individually as a “Member” and collectively as the “Members”).
GLOBAL GAS CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of December 21, 2023, and is between Global Gas Corporation, a Delaware corporation (the “Company”), and [_] (“Indemnitee”).
SPONSOR AGREEMENTSponsor Agreement • May 15th, 2023 • Dune Acquisition Corp • Security brokers, dealers & flotation companies • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of May 14, 2023, is made by and among Dune Acquisition Holdings LLC, a Delaware limited liability company (“Sponsor”), Global Gas Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SPAC (“Holdings”), Dune Acquisition Corporation, a Delaware corporation (“SPAC”), and Global Hydrogen Energy LLC, a Delaware limited liability company (the “Company”). Sponsor, Holdings, 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 respective meanings ascribed to such terms in the Purchase Agreement.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2024 • Global Gas Corp • Industrial inorganic chemicals
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 4, 2024 is between WILLIAM BENNETT NANCE, JR. (“Executive”), and GLOBAL HYDROGEN ENERGY LLC, a Delaware limited liability company (“Company”);
SECOND AMENDMENT TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 27th, 2023 • Dune Acquisition Corp • Industrial inorganic chemicals
This SECOND AMENDMENT TO UNIT PURCHASE AGREEMENT (this “Amendment”), dated as of November 24, 2023, is entered into by and among (i) Dune Acquisition Corporation, a Delaware corporation (“SPAC”), (ii) Global Gas Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SPAC (“Holdings”), (iii) Global Hydrogen Energy LLC, a Delaware limited liability company (the “Company”), (iv) William Bennett Nance, Jr., an individual (“Nance”), (v) Sergio Martinez, an individual (“S. Martinez”) and (vi) Barbara Guay Martinez, an individual (“B. Martinez”, and together with Nance and S. Martinez, the “Sellers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
LOCKUP AGREEMENTLockup Agreement • May 15th, 2023 • Dune Acquisition Corp • Security brokers, dealers & flotation companies • Delaware
This LOCKUP AGREEMENT (this “Agreement”) dated as of May 14, 2023, is entered into by and among Dune Acquisition Corporation, a Delaware corporation (“Company”), Dune Acquisition Holdings LLC, a Delaware limited liability company (“Sponsor”), and each of the parties identified on the signature pages hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto (a “Joinder”) pursuant to Section 2.2 in order to become a “Seller Party” for purposes of this Agreement (collectively, the “Seller Parties”). Company, Sponsor and the Seller Parties shall be referred to herein from time to time collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 21, 2023, is made and entered into by and among Global Gas Corporation, a Delaware corporation (f/k/a Dune Acquisition Corporation) (the “Company”), Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder”, an “Existing Holder” and collectively the “Existing Holders”) and the undersigned parties listed on the signature page hereto under the heading “New Holders” (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders” and the New Holders and Existing Holders being referred to collectively hereafter as the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • December 30th, 2022 • Dune Acquisition Corp • Security brokers, dealers & flotation companies • Delaware
This Settlement Agreement and Release (the “Agreement”), effective as of the date it is signed by all Parties, is entered into by and between Plaintiffs Dune Acquisition Corporation, Dune Merger Sub, Inc., Dune Merger Sub II, LLC, and Dune Acquisition Holdings LLC (collectively, “Plaintiffs” or “Dune”); Defendants TradeZero Holding Corp. (“TradeZero”), Daniel Pipitone, Giovanni Ferrara, John Muscatella, Joshua Choi, Andrew Koslow, John Caruso, and Kosta Corriveau (together with TradeZero, “Defendants”) (each individually a “Party” and collectively, the “Parties”).
NOMINATION AGREEMENTNomination Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • Delaware
This NOMINATION AGREEMENT (this “Agreement”), dated as of December 21, 2023, is entered into by and among Global Gas Corporation, a Delaware corporation (the “Company”), Dune Acquisition Holdings LLC, a Delaware limited liability company (“Dune”), and each of the stockholders of the Company whose name appears on the signature pages hereto under “GHE Founders” (each, a “GHE Founder,” and collectively, the “GHE Founders”). The GHE Founders, Dune and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
FIRST AMENDMENT TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 23rd, 2023 • Dune Acquisition Corp • Industrial inorganic chemicals
This FIRST AMENDMENT TO UNIT PURCHASE AGREEMENT (this “Amendment”), dated as of August 22, 2023, is entered into by and among (i) Dune Acquisition Corporation, a Delaware corporation (“SPAC”), (ii) Global Gas Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SPAC (“Holdings”), (iii) Global Hydrogen Energy LLC, a Delaware limited liability company (the “Company”), (v) William Bennett Nance, Jr., an individual (“Nance”), (vi) Sergio Martinez, an individual (“S. Martinez”) and (vii) Barbara Guay Martinez, an individual (“B. Martinez”, and together with Nance and S. Martinez, the “Sellers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
LOCKUP AGREEMENTLockup Agreement • October 12th, 2021 • Dune Acquisition Corp • Blank checks • Delaware
This LOCKUP AGREEMENT (this “Agreement”) dated as of October 12, 2021, is entered into by and among Dune Acquisition Corp., a Delaware corporation (“SPAC”), Dune Acquisition Holding LLC, a Delaware limited liability company (“Sponsor”), and each of the parties identified on the signature pages hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto (a “Joinder”) pursuant to Section 2.2 in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). SPAC, Sponsor and the Stockholder Parties shall be referred to herein from time to time collectively as the “Parties.”
SUPPORT AGREEMENTSupport Agreement • October 12th, 2021 • Dune Acquisition Corp • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) dated as of October 12, 2021, is entered into by and among Dune Acquisition Corp., a Delaware corporation (“SPAC”), TradeZero Holding Corp., a Delaware corporation (the “Company”), and each of the Pre-Closing Holders set forth on Schedule A hereto (the “Supporting Holders”). SPAC, the Company and the Supporting Holders shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among DUNE Acquisition Corp., DUNE MERGER SUB, INC., DUNE MERGER SUB II, LLC and TRADEZERO HOLDING CORP. Dated as of October 12, 2021Merger Agreement • October 12th, 2021 • Dune Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 12, 2021, by and among Dune Acquisition Corp., a Delaware corporation (“SPAC”), Dune Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of SPAC (“Merger Sub”), Dune Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of SPAC (“Merger Sub II”) and TradeZero Holding Corp., a Delaware corporation (the “Company”). SPAC, Merger Sub, Merger Sub II and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
Letter AgreementLetter Agreement • June 17th, 2022 • Dune Acquisition Corp • Security brokers, dealers & flotation companies • New York
Amendment No. 1 to Promissory NotePromissory Note • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals
Reference is hereby made to that certain Promissory Note (the “Promissory Note”), dated as of June 21, 2023, by and between Global Hydrogen Energy LLC, a Delaware Limited Liability Company (the “Maker”), and Carter Glatt, an individual (the “Payee”). Effective as of December 21, 2023, the Maker and the Payee hereby acknowledge and agree that (i) the Maturity Date of the Promissory Note shall be extended to June 30, 2024 and (ii) the principal amount of the Promissory Note shall be $103,950 (and the Maker shall not request any advances under the Promissory Note in excess of such amount). Capitalized terms used but not defined herein shall have the meanings specified in the Promissory Note. Except to the extent provided above, the Promissory Note shall remain in full force and effect in accordance with its terms.
UNIT PURCHASE AGREEMENT by and among DUNE ACQUISITION CORPORATION, GLOBAL GAS HOLDINGS LLC, GLOBAL HYDROGEN ENERGY LLC, and WILLIAM BENNETT NANCE, JR., SERGIO MARTINEZ, and BARBARA GUAY MARTINEZ, as the Sellers Dated as of May 14, 2023Unit Purchase Agreement • May 15th, 2023 • Dune Acquisition Corp • Security brokers, dealers & flotation companies • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2023, by and among (i) Dune Acquisition Corporation, a Delaware corporation (“SPAC”), (ii) Global Gas Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SPAC (“Holdings”), (iii) Global Hydrogen Energy LLC, a Delaware limited liability company (the “Company”), (v) William Bennett Nance, Jr., an individual (“Nance”), (vi) Sergio Martinez, an individual (“S. Martinez”) and (vii) Barbara Guay Martinez, an individual (“B. Martinez”, and together with Nance and S. Martinez, the “Sellers”). SPAC, Holdings, the Company and the Sellers are collectively referred to herein as the “Parties” and individually as a “Party.”
SUPPORT AGREEMENTSupport Agreement • May 15th, 2023 • Dune Acquisition Corp • Security brokers, dealers & flotation companies • Delaware
This SUPPORT AGREEMENT (this “Agreement”) dated as of May 14, 2023, is entered into by and among Global Gas Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SPAC (“Holdings”), Dune Acquisition Corporation, a Delaware corporation (“SPAC”), Global Hydrogen Energy LLC, a Delaware limited liability company (the “Company”), and each of the Pre-Closing Holders set forth on Schedule A hereto (the “Supporting Holders”). Holdings, SPAC, the Company and the Supporting Holders shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 26th, 2022 • Dune Acquisition Corp • Blank checks
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 26, 2022, is entered into by and among Dune Acquisition Corp., a Delaware corporation (“SPAC”), Dune Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of SPAC (“Merger Sub”), Dune Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of SPAC (“Merger Sub II”), and TradeZero Holding Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
DUNE ACQUISITION CORPORATIONAdministrative Services Agreement • December 22nd, 2020 • Dune Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and among Dune Acquisition Corporation (the “Company”) and Dune Acquisition Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
EXCHANGE AGREEMENTExchange Agreement • September 22nd, 2023 • Dune Acquisition Corp • Industrial inorganic chemicals • Delaware
This Exchange Agreement (this “Agreement”) is entered into as of September 20, 2023, by and between Dune Acquisition Corporation, a Delaware corporation (the “Company”), and Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals
This Employment Agreement (“Agreement”) is made and entered into on May 14, 2023 (the “Effective Date”) by and between Global Hydrogen Energy LLC, a Delaware limited liability company (the “Company”), and William Bennett Nance, Jr. (“Executive”), and is conditioned upon the occurrence of, and shall become effective concurrently with, the closing (the “Closing”) of the transactions contemplated by the Unit Purchase Agreement, by and among the Company, Dune Acquisition Corporation, a Delaware corporation (“Parent”), Global Gas Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Holdings”), and the other parties thereto, dated as of the date hereof (the “Merger Agreement”).
EXCHANGE AGREEMENTExchange Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • Delaware
EXCHANGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 21, 2023, by and among Global Gas Holdings LLC, a Delaware limited liability company (the “Company”), Global Gas Corporation, a Delaware corporation and the sole managing member of the Company (“PubCo”), and the holders of Units (as defined below) and shares of Class B Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
DUNE ACQUISITION CORPORATION West Palm Beach, FL 33401Administrative Services Agreement • September 10th, 2020 • Dune Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and among Dune Acquisition Corporation (the “Company”) and Dune Acquisition Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORWARD PURCHASE AGREEMENT Confirmation AMENDMENTForward Purchase Agreement • February 9th, 2024 • Global Gas Corp • Industrial inorganic chemicals
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of February 8, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) and (iv) Global Gas Corporation, a Delaware corporation (“HGAS” or “Target” and formerly known as Dune Acquisition Corporation, a Delaware corporation, “DUNE”).
