INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 18th, 2021 • ReNew Energy Global LTD • Electric services • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between RMG Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT RMG ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 9, 2020Warrant Agreement • May 18th, 2021 • ReNew Energy Global LTD • Electric services • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 9, 2020, is by and between RMG Acquisition Corp. II, 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”).
WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT RENEW ENERGY GLOBAL PLC, RMG ACQUISITION CORPORATION II, CONTINENTAL STOCK TRANSFER & TRUST COMPANY, COMPUTERSHARE, INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated August 23, 2021Warrant Assignment and Assumption Agreement • August 27th, 2021 • ReNew Energy Global PLC • Electric services • New York
This Assignment and Assumption Agreement (the “Agreement”) is entered into as of August 23, 2021 (the “Effective Date”), by and among RMG Acquisition Corporation II, a Cayman Islands exempted company (“RMG II”), ReNew Energy Global plc, a public limited company incorporated under the laws of England and Wales (“ReNew Global”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) and Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”).
AMENDED AND RESTATED WARRANT AGREEMENT RENEW ENERGY GLOBAL PLC, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated August 23, 2021Warrant Agreement • August 27th, 2021 • ReNew Energy Global PLC • Electric services • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), is entered into as of August 23, 2021, by and between ReNew Energy Global plc, a public limited company incorporated under the laws of England and Wales (the “ReNew Global”), Computershare Inc., a Delaware corporation, (“Computershare”) and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (in such capacity together with Computershare, the “Warrant Agent”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 18th, 2021 • ReNew Energy Global LTD • Electric services
This Amendment No. 1, dated as of May 17, 2021 (this “Amendment No. 1”), to the Business Combination Agreement, dated as of February 24, 2021 (the “Business Combination Agreement”), by and among RMG Acquisition Corporation II, a Cayman Islands exempted company (“RMG II”), Philip Kassin, solely in the capacity as the representative for the shareholders of RMG II (“RMG II Representative”), ReNew Energy Global Limited, a private limited company registered in England and Wales with registered number 13220321 (“PubCo”), ReNew Power Global Merger Sub, a Cayman Islands exempted company (“Merger Sub”), Renew Power Private Limited, a company with limited liability incorporated under the laws of India (the “Company”) and certain shareholders of the Company as set forth in Schedule 7.03 to the Business Combination Agreement (the “Major Shareholders”, and, together with RMG II, the RMG II Representative, PubCo, Merger Sub and the Company, each, a “Party” and collectively, the “Parties”), is made a
Dated 23 August 2021 RENEW ENERGY GLOBAL PLC AND SUMANT SINHA SERVICE AGREEMENT London London EC2M 3XFService Agreement • August 27th, 2021 • ReNew Energy Global PLC • Electric services
The Company wishes to employ you as Chairman and Chief Executive Officer on the terms and conditions of this Agreement and you wish to accept such employment.
REGISTRATION RIGHTS, COORDINATION AND PUT OPTION AGREEMENTRegistration Rights, Coordination and Put Option Agreement • August 27th, 2021 • ReNew Energy Global PLC • Electric services • Delaware
THIS REGISTRATION RIGHTS, COORDINATION AND PUT OPTION AGREEMENT (this “Agreement”), dated as of August 23, 2021, is made and entered into by and among:
DEED OF INDEMNITYDeed of Indemnity • June 22nd, 2021 • ReNew Energy Global PLC • Electric services • England and Wales
TRUST DEEDTrust Deed • July 25th, 2022 • ReNew Energy Global PLC • Electric services
TRUST DEED dated as of January _____, 2022 between ReNew Power Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 138, Ansal Chambers II, Bhikaji Cama Place, Delhi, South Delhi – 110066, India (the “Issuer”) and Catalyst Trusteeship Limited, a company incorporated under the Companies Act, 1956 and having its registered office at GDA House, First Floor, Plot No. 85 S. No. 94 & 95, Bhusari Colony (Right), Kothrud Pune MH 411038, operating through its desk office at 810, 8th Floor, Kailash Building, 26, Kasturba Gandhi Marg, New Delhi –110001, India (the “Trustee”).
JOINDER TO THE REGISTRATION RIGHTS, COORDINATION AND PUT OPTION AGREEMENTJoinder to the Registration Rights, Coordination and Put Option Agreement • February 22nd, 2022 • ReNew Energy Global PLC • Electric services • Delaware
This Joinder to the Registration Rights, Coordination and Put Option Agreement (this “Joinder”) is made and entered into as of February 17, 2022, by each of the undersigned, being a member of RMG Sponsor II, LLC (each, a “Holder”, and collectively the “Holders”). Reference is made to that certain Registration Rights, Coordination and Put Option Agreement, dated as of August 23, 2021 (the “RRCPA”), by and among RMG Sponsor II, LLC, a Delaware limited liability company (“RMG Sponsor”); ReNew Energy Global plc, a public limited company incorporated in England and Wales with registered number 13220321, (the “Company”); ReNew Power Private Limited, a company with limited liability incorporated under the laws of India; GS Wyvern Holdings Limited, a company organized under the laws of Mauritius; Canada Pension Plan Investment Board, a Canadian crown corporation organized and validly existing under the Canada Pension Plan Investment Board Act, 1997, c.40; Platinum Hawk C 2019 RSC Limited, in i
This DEED OF NOVATION AND ADHERENCE is made on March 10, 2022 (the “Deed”). BETWEEN: (together, the “Parties” and each a “Party”) WHEREAS: IT IS AGREED:Deed of Novation and Adherence • March 14th, 2022 • ReNew Energy Global PLC • Electric services
SHAREHOLDERS AGREEMENT DATED AUGUST 23, 2021Shareholder Agreement • August 27th, 2021 • ReNew Energy Global PLC • Electric services
WHEREAS, RMG Acquisition Corporation II, a Cayman Islands exempted company (“RMG II”), the Company, ReNew Power Global Merger Sub, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub”), Renew Power Private Limited, a company with limited liability incorporated under the laws of India ( “ReNew India”), and certain shareholders of ReNew India, including the Investors, have entered into that certain Business Combination Agreement, dated as of February 24, 2021, as amended from time to time (the “BCA”);
ANNEX A FORM OF SHARE REPURCHASE CONTRACTShare Repurchase Contract • September 28th, 2023 • ReNew Energy Global PLC • Electric services
It is agreed that the Counterparty will purchase on a principal basis interests in Class A ordinary shares of the Company, nominal (i.e. par) value $0.0001 per share (the “Class A Shares”), for subsequent sale and delivery to the Company under the terms of this agreement as follows:
DIAMOND II LIMITED as Issuer RENEW ENERGY GLOBAL PLC as Parent Guarantor HSBC BANK U.S.A., NATIONAL ASSOCIATION as Trustee, Notes Collateral Agent and Common Collateral Agent INDENTURE Dated as of April 28, 2023 7.95% SENIOR SECURED NOTES DUE 2026Indenture • July 31st, 2023 • ReNew Energy Global PLC • Electric services • New York
INDENTURE dated as of April 28, 2023 between Diamond II Limited (the “Issuer”), ReNew Energy Global plc, a public limited company organized under the laws of England and Wales (the “Parent Guarantor”), and HSBC Bank U.S.A., National Association (“HSBC”), as trustee (the “Trustee”), notes collateral agent (the “Notes Collateral Agent”) and common collateral agent (the “Common Collateral Agent” and together with the Notes Collateral Agent, the “Collateral Agents”).
SHAREHOLDERS AGREEMENT DATED [●], 2021Shareholder Agreement • May 18th, 2021 • ReNew Energy Global LTD • Electric services
WHEREAS, RMG Acquisition Corp. II, a Cayman Islands exempted company (“RMG II”), the Company, [●], an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub”), Renew Power Private Limited, a company with limited liability incorporated under the laws of India ( “ReNew India”), and certain shareholders of ReNew India, including the Investors, have entered into that certain Business Combination Agreement, dated as of February [●], 2021 (the “BCA”);
THIS STANDSTILL AGREEMENT is made as a deed (this “Deed”) on 24th day of July, 2023 BETWEEN:Standstill Agreement • July 31st, 2023 • ReNew Energy Global PLC • Electric services • London
ReNew adds over 700 MW taking total portfolio to ~12.8 GWPower Purchase Agreement • June 3rd, 2022 • ReNew Energy Global PLC • Electric services
• Inks Power Purchase Agreement (“PPA”) for 200 MW solar project with Maharashtra State Electricity Distribution Company Limited (“MSEDCL”)
Dated 11th July 2022 ReNew Energy Global Plc Sumant Sinha Amendment of service AgreementService Agreement • July 25th, 2022 • ReNew Energy Global PLC • Electric services
SHAREHOLDERS AGREEMENT DATED [•], 2021Shareholder Agreement • June 22nd, 2021 • ReNew Energy Global PLC • Electric services
WHEREAS, RMG Acquisition Corporation II, a Cayman Islands exempted company (“RMG II”), the Company, ReNew Power Global Merger Sub, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub”), Renew Power Private Limited, a company with limited liability incorporated under the laws of India ( “ReNew India”), and certain shareholders of ReNew India, including the Investors, have entered into that certain Business Combination Agreement, dated as of February 24, 2021, as amended from time to time (the “BCA”);
AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • July 31st, 2023 • ReNew Energy Global PLC • Electric services
This Amendment dated as of 17th July, 2023 (this “Amendment”), to the Shareholders Agreement, dated as of August 23, 2021, by and among ReNew Energy Global PLC (the "Company") and the other parties thereto, , is made and entered into by and among the Company, Mr. Sumant Sinha (the "Founder"), Cognisa Investment ("Cognisa"), Wisemore Advisory Private Limited (the "SS Entity" and, together with Cognisa and the Founder, each, a "Founder Investor" and, collectively, the "Founder Investors"), Canada Pension Plan Investment Board ("CPPIB"), Platinum Hawk C 2019 RSC Limited, in its capacity as trustee of Platinum Cactus A 2019 Trust ("Platinum Cactus"), JERA Power RN B.V. ("JERA"), and MKC Investments, LLC ("MKC", and together with each of the Founder Investors, CPPIB, Platinum Cactus and JERA, each, an “Investor,”, and the “Investors,” collectively, and the Company and each of the Investors, each, a “Party”, and the “Parties”, collectively). Capitalized terms not otherwise defined herein hav
