INDEMNITY AGREEMENTIndemnity Agreement • February 23rd, 2021 • Twin Ridge Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • Twin Ridge Capital Acquisition Corp. • Blank checks • New York
Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell 20,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-third of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,000,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
Twin Ridge Capital Acquisition Corp. 707 Menlo Avenue Suite 110 Menlo Park, CA 94025Twin Ridge Capital Acquisition Corp. • January 22nd, 2021 • New York
This agreement (this “Agreement”) is entered into on January 11, 2021 by and between Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 23rd, 2021 • Twin Ridge Capital Acquisition 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 Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 9th, 2021 • Twin Ridge Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2021, is made and entered into by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the signature pages hereto (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”).
March 3, 2021Letter Agreement • March 9th, 2021 • Twin Ridge Capital Acquisition 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 Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc. and Evercore Group, LLC, as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 20,000,000 of the Company’s units (and up to an additional 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third 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 st
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 9th, 2021 • Twin Ridge Capital Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT TWIN RIDGE CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • February 23rd, 2021 • Twin Ridge Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Twin Ridge Capital Acquisition 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”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 30th, 2022 • Twin Ridge Capital Acquisition Corp. • Blank checks • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 28, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TWIN RIDGE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Cayman Islands (the “Company”).
WARRANT AGREEMENT TWIN RIDGE CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 3, 2021Warrant Agreement • March 9th, 2021 • Twin Ridge Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 3, 2021, is by and between Twin Ridge Capital Acquisition 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”).
AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • October 6th, 2023 • Twin Ridge Capital Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT (the “Amendment”) is entered into as of October 5, 2023 by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TWIN RIDGE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Cayman Islands (the “Company”).
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 6th, 2023 • Twin Ridge Capital Acquisition Corp. • Blank checks
THIS AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of October 5, 2023 by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange (the “Company”), Carbon Revolution Public Company Limited (formerly known as Poppetell Limited), a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”), and Poppettell Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of MergeCo (“Merger Sub”) and amends that certain Business Combination Agreement, dated November 29, 2022, by and among the SPAC, the Company, MergeCo and Merger Sub (the “BCA”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA or the SID (as defined in the BCA).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 9th, 2021 • Twin Ridge Capital Acquisition 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 March 3, 2021, is entered into by and between Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
TWIN RIDGE CAPITAL ACQUISITION CORP.Twin Ridge Capital Acquisition Corp. • March 9th, 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 Twin Ridge Capital Acquisition 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”), Twin Ridge Capital Sponsor, 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 707 Menlo Avenue, Suite 110, Menlo Park, California 94025 (or any successor location). In exchange therefore, the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a
Carbon Revolution - Scheme implementation deedRegistration Rights Agreement • November 30th, 2022 • Twin Ridge Capital Acquisition Corp. • Blank checks • Victoria
BUSINESS COMBINATION AGREEMENT by and among TWIN RIDGE CAPITAL ACQUISITION CORP., CARBON REVOLUTION LIMITED , POPPETELL LIMITED, AND POPPETTELL MERGER SUB Dated as of November 29, 2022Business Combination Agreement • November 30th, 2022 • Twin Ridge Capital Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT, dated as of November 29, 2022 (this “Agreement”), by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange (the “Company”), Poppetell Limited, a private limited company incorporated in Ireland with registered number 607450 (“MergeCo”), and Poppettell Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of MergeCo (“Merger Sub” and, together with SPAC, the Company and MergeCo, collectively, the “Parties” and each a “Party”).
TWIN RIDGE CAPITAL ACQUISITION CORP.Twin Ridge Capital Acquisition Corp. • February 23rd, 2021 • Blank checks • New York
SPONSOR SIDE LETTERSponsor Side Letter • November 30th, 2022 • Twin Ridge Capital Acquisition Corp. • Blank checks
This letter agreement (this “Side Letter”) is dated as of November 29, 2022, by and among Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Twin Ridge Capital Sponsor Subsidiary, LLC a Delaware limited liability company (“TRCA Subsidiary”), Alison Burns (“Burns”), Paul Henrys (“Henrys”) and Gary Pilnick (“Pilnick” and, together with Burns and Henrys, the “Independent Directors”) and Dale Morrison (“Morrison”), Sanjay K. Morey (“Morey”) and William P. Russell, Jr. (“Russell” and, together with Morrison and Morey, the “Other Insiders”, and together with Sponsor, TRCA Subsidiary and the Independent Directors, the “Sponsor Parties”), Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted Company (“SPAC”), Carbon Revolution Limited ACN 128 274 653 (the “Company”) and Poppetell Limited, a public limited company incorporated in the Republic of Ireland with registered number 607450 (“MergeCo”). Capitalized terms used but not defined in this Side Le
