Gogoro Inc. Sample Contracts

WARRANT AGREEMENT POEMA GLOBAL HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 5, 2021
Warrant Agreement • November 18th, 2021 • Gogoro Inc. • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated January 5, 2021, is by and between Poema Global Holdings Corp., 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”).

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GOGORO INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 2nd, 2022 • Gogoro Inc. • Motor vehicles & passenger car bodies • Delaware

This Indemnification Agreement (this “Agreement”) is dated [insert date], 20[22] and is between Gogoro Inc., a Cayman Islands exempted company (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 18th, 2021 • Gogoro Inc. • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 5, 2021 by and between Poema Global Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 25th, 2024 • Gogoro Inc. • Motor vehicles & passenger car bodies • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) dated as of June 24, 2024, is made and entered into by and among:

COMPANY SHAREHOLDER LOCK-UP AGREEMENT
Company Shareholder Lock-Up Agreement • November 18th, 2021 • Gogoro Inc. • Delaware

This COMPANY SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2021, Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and the Persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).

Medium to Long-Term Credit Facility Agreement
Medium to Long-Term Credit Facility Agreement • January 12th, 2022 • Gogoro Inc. • Motor vehicles & passenger car bodies

If the Borrower delays in the repayment of principal or the payment of interest, starting from the due date in the case of principal, or starting from the interest date in the case of interest, breach penalty shall accrue at 10% of the agreed interest rate for a period of delay within 6 months and 20% for any period beyond 6 months. If Party B fails to repay principal in accordance with the agreement, in addition to the above breach penalty, delay interest shall also accrue at 5% of the agreed interest rate of this Credit Facility plus 5% per annum.

IN ACCORDANCE WITH ITEM 601(b)(10)(iv) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES...
Capital Increase Agreement • March 2nd, 2022 • Gogoro Inc. • Motor vehicles & passenger car bodies

WHEREAS, Yadea Technology Group Co. Ltd. (“Party A”) and Jiangmen Dachangjiang Group Co., Ltd. (“Party B”) (Party A and Party B collectively, the “JVC Shareholders”) have entered into a joint venture Ai Huan Huan Energy (Shanghai) Ltd. (“Party C” or the “JVC”) in Shanghai, which primarily engages in the rental and sales of battery packs for electrically powered vehicles (e.g., electric motorcycles and/or electric bicycles), the operation, maintenance and sales of battery swapping stations and battery swapping services.

SPONSOR SUPPORT AGREEMENT
Sponsor Support Agreement • November 18th, 2021 • Gogoro Inc. • Delaware

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2021, by and among Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and Poema Global Partners LLC, a Cayman Islands limited liability company (“Sponsor”).

Employment Agreement
Employment Agreement • March 29th, 2024 • Gogoro Inc. • Motor vehicles & passenger car bodies

This Employment Agreement (this “Agreement”), dated as of , is made by and between Gogoro Inc., a Cayman Islands exempted holding company (the “Company”), and (“Executive”) (collectively referred to herein as the “Parties”).

COMPANY SHAREHOLDER VOTING AGREEMENT
Shareholder Agreement • November 18th, 2021 • Gogoro Inc. • Delaware

This COMPANY SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2021, Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).

Housing Lease Agreement From November 30, 2017 To November 29, 2024 Lessor: Taiwan Cooperative Bank Lessee: Gogoro Taiwan Limited
Housing Lease Agreement • January 12th, 2022 • Gogoro Inc. • Motor vehicles & passenger car bodies

Whereas both parties execute the Agreement for the lease, now, therefore, both parties hereby agree upon the following terms and conditions:

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • May 2nd, 2022 • Gogoro Inc. • Motor vehicles & passenger car bodies • New York

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made and entered into as of April 4, 2022 (the “Effective Date”), by and among Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 18th, 2021 • Gogoro Inc. • Delaware

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 16, 2021, by and among Gogoro Inc., a Cayman Islands company (the “Company”), Poema Global Holdings Corp., a Cayman Islands exempted company (the “SPAC”), and the undersigned subscriber (“Subscriber”).

Letter Agreement Gogoro Inc.
Letter Agreement • June 25th, 2024 • Gogoro Inc. • Motor vehicles & passenger car bodies

This letter agreement (this “Letter Agreement”), dated as of June 24, 2024, between Gogoro Inc., a Cayman Islands exempted company (the “Company”), and Castrol Holdings International Limited, a private limited company incorporated in England and Wales (“Subscriber” and together with the Company, the “Parties” and each, a “Party”), in connection with that certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, between the Company and Subscriber, and the Subscription contemplated thereunder. Capitalized terms used but not otherwise defined herein (including in Section 4) shall have the meanings ascribed to them in the Subscription Agreement.

Syndicated Credit Facility Agreement
Syndicated Credit Facility Agreement • January 12th, 2022 • Gogoro Inc. • Motor vehicles & passenger car bodies
SHARE AND WARRANT PURCHASE AGREEMENT
Share and Warrant Purchase Agreement • June 3rd, 2024 • Gogoro Inc. • Motor vehicles & passenger car bodies • New York

This SHARE AND WARRANT PURCHASE AGREEMENT (as may be amended, supplemented, modified or varied from time to time in accordance with the terms herein, this “Agreement”) is entered into on May 31, 2024 by and between Gogoro Inc., a Cayman Islands company (the “Company”) and Gold Sino Assets Limited, a Samoa company (“Purchaser”, together with the Company, each a “Party” and collectively, the “Parties”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • November 18th, 2021 • Gogoro Inc. • New York

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 202[•] (the “Effective Date”), by and among Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 25th, 2024 • Gogoro Inc. • Motor vehicles & passenger car bodies • Delaware
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