REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2021 • Energem Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2021, is made and entered into by and among Energem Corp, a Cayman Islands exempted corporation (the “Company”), Energem LLC, a Cayman Islands 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”).
ENERGEM CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2021 • Energem Corp • Blank checks • New York
Energem Corp., a company incorporated as an exempted company under the law of the Cayman Islands (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
ENERGEM CORPEnergem Corp • September 10th, 2021 • New York
This agreement (the “Agreement”) is entered into on August __, 2021, by and between Energem LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Energem 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 purchase 2,875,000 Class B common shares, $0.0001 par value per share (the “Shares”), up to 375,000 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:
WARRANT AGREEMENTWarrant Agreement • November 19th, 2021 • Energem Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of November 18, 2021 between Energem Corp., a Cayman Islands corporation, with offices at Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, 59200 Wilayah Persekutuan Kuala Lumpur, Malaysia (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 19th, 2021 • Energem Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 18, 2021, by and between Energem Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 14th, 2023 • Energem Corp • Electrical industrial apparatus • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January ___, 2023 is made by and among YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), Energem Corp., a company incorporated under the laws of the Cayman Islands (the “Company”) and Graphjet Technology Sdn. Bhd., a Malaysian private limited company (“Graphjet”).
INDEMNITY AGREEMENTIndemnity Agreement • September 10th, 2021 • Energem Corp • New York
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2021, by and between Energem Corp, a Cayman Islands exempted company (the “Company”), and _______, an individual (“Indemnitee”).
Executive Employment AgreementExecutive Employment Agreement • March 20th, 2024 • Graphjet Technology • Electrical industrial apparatus
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the Effective Date (as hereinafter defined), by and between Graphjet Technology (together with its successors and assigns, the “Company”), and Lee Ping Wei (Malaysian NRIC No. 891015-01-6163) (“Executive”). As the context of this Agreement so requires, Executive and the Company are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
WARRANTS THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ENERGEM CORP Formed under the Laws of the Cayman IslandsEnergem Corp • September 10th, 2021
This Warrant Certificate certifies that ______________________, or registered assigns, is the registered holder of ____________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Energem Corp (the “Company”).
November 18, 2021Letter Agreement • November 19th, 2021 • Energem 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 Energem Corp., a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
AMENDED AND RESTATED SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 25th, 2024 • Energem Corp • Electrical industrial apparatus • Delaware
This Amended and Restated Share Purchase Agreement (this “Agreement”) is entered into on January 24, 2024, by and among Dato’ Sri Pang Chow Huat, a resident of Malaysia and/ or vehicles managed by him (“Purchaser”) and Graphjet Technology Sdn. Bhd., a Malaysian private limited company (the “Company”), and Energem Corp., a special purpose acquisition company formed as a Cayman Islands exempted company (“Energem,” together with Purchaser and the Company, the “Parties,” and each, a “Party”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 25th, 2024 • Graphjet Technology • Electrical industrial apparatus
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [Date], between Graphjet Technology, a company incorporated as an exempted company under the laws of the Cayman Islands (the “Company”), and [Indemnitee] (“Indemnitee”).
THIS SUPPLEMENTAL DEED (“Supplemental Deed”) is made on the 29th day of July 2022.Energem Corp • January 23rd, 2023 • Electrical industrial apparatus
SUBSCRIPTION AGREEMENTSubscription Agreement • October 25th, 2024 • Graphjet Technology • Electrical industrial apparatus
The undersigned (the “Subscriber”), desires to become a holder of certain Class A ordinary shares, par value $0.0001 per share, (the “Shares”) of Graphjet Technology, a Cayman Islands exempted company (the “Company”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Re: Form of Placement Unit Purchase AgreementEnergem Corp • September 10th, 2021
Energem Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).
Re: Form of Placement Unit Purchase AgreementEnergem Corp • November 19th, 2021 • Blank checks
Energem Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”). The undersigned hereby commits that it will purchase 475,575 units of the Company (“Private Units”), each Private Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one warrant (the “Warrants”), with each whole warrant entitling its holder to purchase one (1) share of Class A Common Stock, for a purchase price of $4,755,750 (the “Private Unit Purchase Price”).
AMENDMENT NO. 1 TO TERM SHEETTerm Sheet • October 10th, 2023 • Energem Corp • Electrical industrial apparatus
THIS AMENDMENT NO. 1 TO TERM SHEET (this “Amendment”) is made and entered into as of October 6, 2023 by and among Graphjet Technology Sdn. Bhd. (the “Target”), Energem Corp. (the “SPAC”) and Walleye Opportunities Master Fund Ltd. and/or investment vehicles directly managed by such investor (“Purchasers” and, each, a “Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • September 7th, 2023 • Energem Corp • Electrical industrial apparatus
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into effective as of September 4, 2023, by and between (i) Energem Corp., a Cayman Islands exempted company (including any successor entity thereto, the “Purchaser”), (ii) Arc Group Limited (the “Consultant”), and (iii) the undersigned transferees of Consultant. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement (as defined below).
SECOND AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 16th, 2023 • Energem Corp • Electrical industrial apparatus • New York
THIS SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 10, 2023, by and between Energem Corp., 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).
FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 18th, 2022 • Energem Corp • Electrical industrial apparatus • New York
THIS FIRST AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 18, 2022, by and between Energem Corp., 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).
ContractEnergem Corp • January 23rd, 2023 • Electrical industrial apparatus
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed
MEMORANDUM OF UNDERSTANDINGEnergem Corp • December 7th, 2022 • Electrical industrial apparatus
GRAPHJET TECHNOLOGY SDN BHD (Registration No.: 201901046089 (1355419-P)) , a company incorporated in Malaysia, and having its business address at Unit No L4-E-8, Enterprise 4, Technology Park Malaysia Bukit Jalil, 57000 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia. (hereinafter referred to as “GRAPHJET”), which expression shall where the context so admits include their successors-in-title executors, administrators and permitted assigns) of the one part;
ContractSupply Agreement • January 23rd, 2023 • Energem Corp • Electrical industrial apparatus
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed
ENERGEM CORP Level 10, Tower 11 (Sanichi) Avenue 5, No. 8, Jalan Kerinchi Bangsar South, 59200 Wilayah Persekutuan Kuala Lumpur, MalaysiaLetter Agreement • September 10th, 2021 • Energem Corp
This letter agreement 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 Energem 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”):
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 7th, 2023 • Energem Corp • Electrical industrial apparatus
This Amendment (“Amendment”) to the Share Purchase Agreement (as defined below) is made and entered into as of September 4, 2023, by and among Energem Corp., a Cayman Islands exempted company (“Purchaser”), Swee Guan Hoo in his capacity as the representative from and after the Closing (as defined below) for the shareholders of Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Closing and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), Graphjet Technology Sdn. Bhd., a Malaysian private limited company (the “Company”), the holders of Company Shares identified on Exhibit A-1 to the Share Purchase Agreement (the “Selling Shareholders”), and Lee Ping Wei, in his capacity as the representative for the Selling Shareholders (the “Shareholder Representative”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Share Purchas
AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2024 • Energem Corp • Electrical industrial apparatus • New York
THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 24, 2024, by and between Energem Corp., 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).
WARRANT AGREEMENTWarrant Agreement • September 10th, 2021 • Energem Corp • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of August __, 2021 between Energem Corp, a Cayman Islands corporation, with offices at Level 10, Tower 11 (Sanichi), Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, 59200 Wilayah Persekutuan Kuala Lumpur, Malaysia (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ContractIntellectual Property Sales Agreement • January 23rd, 2023 • Energem Corp • Electrical industrial apparatus
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed
SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated November 15, 2021 December 21, 2023Satisfaction And • January 12th, 2024 • Energem Corp • Electrical industrial apparatus
This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of December 21, 2023, by and between Energem Corp. (“Energem”), an exempted company under the law of the Cayman Islands (the “Company”), Graphjet Technology Sdn. Bhd. (“Graphjet”), a Malaysian private limited company, and EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) (“EF Hutton”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
FORM OF AMENDMENT NO. 4 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 20th, 2024 • Energem Corp • Electrical industrial apparatus • New York
THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 16, 2024, by and between Energem Corp., 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).
SHARE PURCHASE AGREEMENT DATED AS OF AUGUST 1, 2022 BY AND AMONG ENERGEM CORP., THE PURCHASER REPRESENTATIVE, GRAPHJET TECHNOLOGY SDN. BHD.,Share Purchase Agreement • August 2nd, 2022 • Energem Corp • Blank checks • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of August 1, 2022 (the “Agreement Date”), is entered into by and among Energem Corp., a Cayman Islands exempted company (“Purchaser”), Swee Guan Hoo in the capacity as the representative from and after the Closing (as defined below) for the shareholders of Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Closing and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), Graphjet Technology Sdn. Bhd., a Malaysian private limited company (the “Company”), the holders of Company Shares identified on Exhibit A-1 hereto (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”), and Lee Ping Wei, in the capacity as the representative for the Selling Shareholders (the “Shareholder Representative”).
ENERGEM CORP Level 10, Tower 11 (Sanichi) Avenue 5, No. 8, Jalan Kerinchi Bangsar South, 59200 Wilayah Persekutuan Kuala Lumpur, MalaysiaLetter Agreement • November 19th, 2021 • Energem Corp • Blank checks
This letter agreement 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 Energem 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”):
