UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2021 • First Reserve Sustainable Growth Corp. • Blank checks • New York
First Reserve Sustainable Growth Corp., a Delaware corporation (the “Company”), proposes to sell 20,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (“Common Stock”), of the Company and one-fourth of one redeemable warrant (the “Public Warrants”) to the several underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) for whom you (the “Representatives”) are acting as representatives. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters 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. To the extent there
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 9th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of March 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between First Reserve Sustainable Growth Corp., a Delaware corporation (the “Company”), and First Reserve Sustainable Growth Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of March [•], 2021, by and between First Reserve Sustainable Growth Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among First Reserve Sustainable Growth Corp, a Delaware corporation (the “Company”), First Reserve Sustainable Growth Sponsor LLC, a Delaware 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between FIRST RESERVE SUSTAINABLE GROWTH CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 9th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 4, 2021, is by and between First Reserve Sustainable Growth Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • February 4th, 2021 • First Reserve Sustainable Growth Corp. • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of January 22, 2021, is made and entered into by and between First Reserve Sustainable Growth Corp., a Delaware corporation (the “Company”), and First Reserve Sustainable Growth Sponsor LLC, a Delaware limited liability company (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 9th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks • New York
First Reserve Sustainable Growth Corp. Stamford, CT 06902Letter Agreement • March 9th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among First Reserve Sustainable Growth Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 “Common Stock”), and one-fourth of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among FIRST RESERVE SUSTAINABLE GROWTH CORP., EO CHARGING, CHARGE MERGER SUB, INC. and JUUCE LIMITED Dated as of August 12, 2021Business Combination Agreement and Plan of Reorganization • August 12th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of August 12, 2021 (this “Agreement”), by and among First Reserve Sustainable Growth Corp. (“FRSG”), EO Charging, an exempted company incorporated with limited liability in the Cayman Islands (“NewCo”), Charge Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Juuce Limited, a private limited company incorporated under the laws of England and Wales (registration number 09314212) (the “Company”). FRSG, NewCo, Merger Sub and the Company are collectively referred to herein as the “Parties.”
August 12, 2021Letter Agreement • August 12th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks
Reference is made to that certain Business Combination Agreement and Plan of Reorganization (the “BCA”), to be dated as of the date hereof, by and among First Reserve Sustainable Growth Corp., a Delaware corporation (“PubCo”), EO Charging, an exempted company incorporated with limited liability in the Cayman Islands (“NewCo”), Charge Merger Sub, Inc., a Delaware corporation, and Juuce Limited, a private limited company incorporated under the laws of England and Wales (registration number 09314212) (the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by PubCo, First Reserve Sustainable Growth Sponsor LLC, a Delaware limited liability company (“Sponsor”) and each of the other persons undersigned hereto, each of whom is a member of PubCo’s board of directors (each, an “Insider”) in connection with the transactions contemplated by the BCA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms i
First Reserve Sustainable Growth Corp. Stamford, CT 06902Letter Agreement • February 26th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among First Reserve Sustainable Growth Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 “Common Stock”), and one-third of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • March 17th, 2022 • First Reserve Sustainable Growth Corp. • Blank checks • Delaware
This MUTUAL TERMINATION AGREEMENT, dated as of March 16, 2022 (this “Agreement”), is made by and between First Reserve Sustainable Growth Corp., a Delaware corporation (“FRSG”), and Juuce Limited, a private limited company incorporated under the laws of England and Wales (registration number 09314212) (the “Company”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
