INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Portage Fintech Acquisition CorporationSecurities Subscription Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on March 22, 2021 by and between PFTA I LP, an Ontario limited partnership (the “Subscriber” or “you”), and Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture 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:
INDEMNITY AGREEMENTIndemnity Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 18th, 2021 • Portage Fintech 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 Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PFTA I LP, an Ontario limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • July 23rd, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2021, is made and entered into by and among Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), PFTA I LP, an Ontario limited partnership (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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Portage Fintech Acquisition Corporation New York, New York 10017Underwriting Agreement • July 23rd, 2021 • Portage Fintech 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 among Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC and BTIG, LLC, as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 24,000,000 of the Company’s units (including 3,600,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising 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 statement on Form S-l an
WARRANT AGREEMENTWarrant Agreement • July 23rd, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated July 20, 2021, is by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 23rd, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • July 23rd, 2021 • Portage Fintech 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 July 20, 2021, is entered into by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PFTA I LP, an Ontario limited partnership (the “Purchaser”).
24,000,000 Units Underwriting AgreementUnderwriting Agreement • July 23rd, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as the Representatives, an aggregate of 24,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, an option to purchase up to 3,600,000 additional units to cover over-allotments (the “over-allotment option”), if any (the “Optional Units” and, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • June 21st, 2024 • Perception Capital Corp. III • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered into as of June [●], 2024, by and among Perception Capital Corp. III, a Cayman Islands exempted company (“SPAC”), Perception Capital Partners IIIA LLC, a Delaware limited liability company (“Sponsor”), and the undersigned investor (“Investor”).
second AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • August 29th, 2024 • Perception Capital Corp. III • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of July 25, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Perception Capital Corp. III f/k/a Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and Perception Capital Partners IIIA, LLC, a Delaware limited liability company (“Sponsor”), and amends and restates the first Amended and Restated Subscription Agreement entered into by Investor, SPAC and Sponsor dated March 11, 2023 (the “First Amended and Restated Agreement”), which amended and restated the Subscription Agreement entered into by Investor, SPAC and Sponsor dated August 1, 2023. Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • July 20th, 2023 • Portage Fintech Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (the “Agreement”) dated July [●], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), PFTA I LP, an Ontario limited partnership (the “Insider”), and Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”).
Portage Fintech Acquisition Corporation New York, New York 10017 Re: Amendment to Letter Agreement Ladies and Gentlemen:Letter Agreement • August 21st, 2023 • Portage Fintech Acquisition Corp. • Blank checks • New York
This Amendment (“Amended Letter Agreement”) to the Letter Agreement, dated July 20, 2021 (the “Letter Agreement”), by and among Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), PFTA I LP, an Ontario limited partnership (the “Former Sponsor”), and each of the other parties thereto (the “Former Insiders”) is made and entered into as of July 21, 2023 (the “Amendment Date”) by and among the Company, the Former Sponsor, the Former Insiders, Perception Capital Partners IIIA LLC, a Delaware limited liability company (“New Sponsor”), and each of the other undersigned parties hereto (the “New Insiders”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Letter Agreement.
BUSINESS COMBINATION AGREEMENT by and among Perception Capital Corp. III, RBio Energy Holdings Corp., Perception RBio Merger Sub, and RBio Energy Corporation Dated as of February 6, 2024Business Combination Agreement • February 12th, 2024 • Perception Capital Corp. III • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of February 6, 2024 (together with the Schedules and Exhibits hereto, this “Agreement”), is by and among Perception Capital Corp. III, an exempted company incorporated under the Laws of the Cayman Islands (“PC3”), RBio Energy Holdings Corp., a Delaware corporation (“NewPubco”), Perception RBio Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of NewPubco (“Merger Sub”), and RBio Energy Corporation, a Delaware corporation (the “Company”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 12th, 2024 • Perception Capital Corp. III • Blank checks
SPONSOR SUPPORT AGREEMENT, dated as of February 6, 2024 (this “Agreement”), by and among Perception Capital Corp. III, an exempted company incorporated under the Laws of the Cayman Islands (“PC3”), Perception Capital Partners IIIA LLC, a Delaware limited liability company (“Sponsor”), and RBio Energy Corporation, a Delaware corporation (the “Company”).
ADMINISTRATIVE SERVICES AND REIMBURSEMENT AGREEMENTAdministrative Services and Reimbursement Agreement • July 23rd, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
This Administrative Services and Reimbursement Agreement (this “Agreement”), dated as of July 20, 2021 (the “Effective Date”), by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PFTA I LP, an Ontario limited partnership (the “Sponsor”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 16th, 2024 • Perception Capital Corp. III • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 27, 2023, by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
PORTAGE FINTECH ACQUISITION CORPORATION 280 Park Avenue, 3F West New York, New York 10017 April __, 2021Office Space Agreement • April 6th, 2021 • Portage Fintech Acquisition Corp. • 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 Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (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”), PFTA I LP, an Ontario limited partnership (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 280 Park Avenue, 3F West, New York, New York 10017 (or any successor location). In exchange therefor, the Company shall pay Sponsor a sum of $10,000 per
CONSULTANT AGREEMENTConsultant Agreement • November 20th, 2023 • Perception Capital Corp. III • Blank checks • Minnesota
This consultant agreement (“Consultant Agreement”) is made as of August 11, 2023 between Perception Capital Corp. III (“SPAC”) a Cayman Islands corporation with a place of business located at 315 Lake Street East, Suite 301, Wayzata, MN 55391, and John Stanfield (“Consultant”), with a place of business located at 594 Hickory Road, Glen Ellyn, IL 60137. Together, this Consultant Agreement and the exhibits, shall constitute the “Agreement.” Consultant and SPAC are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
ADMINISTRATIVE SERVICES AND REIMBURSEMENT AGREEMENTAdministrative Services and Reimbursement Agreement • June 18th, 2021 • Portage Fintech Acquisition Corp. • Blank checks • New York
This Administrative Services and Reimbursement Agreement (this “Agreement”), dated as of [ ], 2021 (the “Effective Date”), by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PFTA I LP, an Ontario limited partnership (the “Sponsor”).
