REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • RCF Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of 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”).
Underwriting AgreementUnderwriting Agreement • October 25th, 2021 • RCF Acquisition Corp. • Blank checks • New York
RCF Acquisition Corp., 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”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
RCF Acquisition Corp. 1400 Sixteenth Street, Suite 200 Denver, Colorado 80202RCF Acquisition Corp. • October 25th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 21, 2021 by and between RCF VII Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and RCF Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares of $0.0001 par value per share (the “Shares”), up to 750,000 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 25th, 2021 • RCF Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 25th, 2021 • RCF Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between RCF ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • October 25th, 2021 • RCF Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between RCF Acquisition Corp., 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”, and also referred to herein as the “Transfer Agent”).
RCF Acquisition Corp.Letter Agreement • October 25th, 2021 • RCF 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 RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets, Inc., 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 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2021 • RCF Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RCF ACQUISITION CORP. Suite 200 Denver, CO 80202Letter Agreement • October 25th, 2021 • RCF Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between RCF Acquisition Corp. (the “Company”) and RCF VII Sponsor 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 New York Stock Exchange (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”):
SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT among PERCEPTION CAPITAL CORP. IV (FORMERLY KNOWN AS RCF ACQUISITION CORP.), as Perception, BLUE GOLD LIMITED, as Perception Merger Sub, and BLUE GOLD HOLDINGS LIMITED, as BGHL Dated June 12,...Business Combination Agreement • June 14th, 2024 • Perception Capital Corp. IV • Gold and silver ores • New York
This Second Amended and Restated Business Combination Agreement (this “Agreement”) by and among (i) Perception Capital Corp. IV (formerly known as RCF Acquisition Corp.), a Cayman Islands exempted company limited by shares (“Perception”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“Perception Merger Sub”) and (iii) Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”) is dated June 12, 2024 (the “Signing Date”). Perception, Perception Merger Sub, and BGHL are sometimes referred to individually as a “Party” and, collectively, as the “Parties”.
Employment AgreementEmployment Agreement • March 7th, 2023 • RCF Acquisition Corp. • Blank checks • England and Wales
JOINDER AGREEMENTJoinder Agreement • November 9th, 2023 • RCF Acquisition Corp. • Blank checks
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by Perception Partners IV LLC, a Delaware limited liability company (the “Buyer”) in accordance with Section 5.2 of that certain Registration Rights Agreement, dated as of November 9, 2021 (the “RRA”) by and among RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the other parties listed on the signature pages thereto as “Holders”. Capitalized terms used but not defined herein shall have the meanings given to such terms in the RRA.
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 11th, 2023 • RCF Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) among (i) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) RCF Acquisition Corp., a Cayman Islands exempted company limited by shares whose name prior to Closing will be changed to “Perception Capital Corp. IV” (“Perception”), (iii) Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”), is dated December 5, 2023 (the “Signing Date”). PubCo, Perception, and BGHL, are sometimes referred to individually as a “Party” and collectively, as the “Parties”.
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 3rd, 2024 • Perception Capital Corp. IV • Blank checks • New York
This Amended and Restated Business Combination Agreement (this “Agreement”) by and between (i) Perception Capital Corp. IV (formerly known as RCF Acquisition Corp.), a Cayman Islands exempted company limited by shares (“Perception”), and (ii) Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”), is dated May 2, 2024 (the “Signing Date”). Perception and BGHL are sometimes referred to individually as a “Party” and collectively, as the “Parties”.
SUPPORT AGREEMENTSupport Agreement • December 11th, 2023 • RCF Acquisition Corp. • Blank checks
This SUPPORT AGREEMENT (this “Agreement”) among (i) Future Global Resources Limited f/k/a Blue Gold International Limited (“FGRL”) solely in its capacity as nominee and on trust under that certain declaration of deed dated December 5, 2023 for Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), and (iii) RCF Acquisition Corp. to be renamed as Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares (“Perception”) is dated [_____________], 2023.
FORM OF SPONSOR SUPPORT AND LOCK-UP AGREEMENTSupport and Lock-Up Agreement • December 11th, 2023 • RCF Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AND LOCKUP AGREEMENT (this “Agreement”) among (i) Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) RCF Acquisition Corp. to be renamed as Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares (“Perception”), and Perception Capital Partners IV LLC, a Delaware limited liability company (“Sponsor”) is dated [____________], 2023.
NOTE CANCELLATION AGREEMENTNote Cancellation Agreement • September 30th, 2024 • Perception Capital Corp. IV • Gold and silver ores
This Note Cancellation Agreement (this “Agreement”) between Perception Capital Corp. IV, f/k/a RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Blue Capital Management Partners, LLP (“Note Holder”) is dated September 23, 2024.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2023 • RCF Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), among (i) Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) RCF Acquisition Corp. to be renamed as Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares (“Perception”), (iv) Perception Holdings LLC, a Cayman Islands limited liability company (“Sponsor”), and (v) undersigned parties listed on the signature page (each a “Holder” and collectively the “Holders”) is dated [__], 2023. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
OMNIBUS TERMINATION AND RELEASEOmnibus Termination and Release • November 9th, 2023 • RCF Acquisition Corp. • Blank checks
THIS OMNIBUS TERMINATION AND RELEASE (this “Agreement”) is made as of November 6, 2023, by and between RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”) and RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”, and together with the Company, the “Parties”).
RCF Acquisition Corp. Suite 200 Denver, CO 80202Letter Agreement • November 9th, 2023 • RCF Acquisition Corp. • Blank checks
Reference is made to the letter agreement, dated November 9, 2021 (“Prior Letter Agreement”), entered into in connection with the initial public offering (the “Public Offering”) of RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), by and among the Company, RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the members of the Company’s board of directors, advisory board and/or management team (each, an “IPO Insider” and, collectively, the “IPO Insiders”) and the Securities Purchase Agreement, dated November 2, 2023 (“Purchase Agreement”), by and between the Sponsor and Perception Capital Partners IV LLC, a Delaware limited liability company (“Perception”), pursuant to which, among other things, the Sponsor will transfer certain of the Founder Shares and Private Placement Warrants held by it to Perception.
