WARRANT AGREEMENT POEMA GLOBAL HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 5, 2021Warrant 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”).
GOGORO INC. INDEMNIFICATION AGREEMENTIndemnification 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 AGREEMENTInvestment 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 AGREEMENTRegistration Rights Agreement • November 18th, 2021 • Gogoro Inc. • 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 [ ], 202[ ], is made and entered into by and among:
COMPANY SHAREHOLDER LOCK-UP AGREEMENTCompany 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 AgreementFacility 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...Gogoro Inc. • March 2nd, 2022 • 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 AGREEMENTSponsor 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 AgreementEmployment 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 AGREEMENTCompany Shareholder Voting 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 LimitedHousing 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 AGREEMENTAssignment 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”).
Gogoro Network (Cayman), Taiwan Branch NT$10,700,000,000 Syndicated Credit Facility Syndicated Credit Facility Agreement Arranger Mega International Commercial Bank Co., Ltd. Agent Mega International Commercial Bank Co., Ltd. Co-Arrangers Agricultural...Syndicated Credit Facility Agreement • September 28th, 2022 • Gogoro Inc. • Motor vehicles & passenger car bodies
SUBSCRIPTION AGREEMENTSubscription 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 AgreementSyndicated Credit Facility Agreement • January 12th, 2022 • Gogoro Inc. • Motor vehicles & passenger car bodies
REGISTRATION RIGHTS AGREEMENTRegistration 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:
SHARE AND WARRANT PURCHASE AGREEMENTShare 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 AGREEMENTAssignment 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 AGREEMENTSubscription Agreement • June 25th, 2024 • Gogoro Inc. • Motor vehicles & passenger car bodies • Delaware
