REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2022 • ClimateRock • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 2022, is made and entered into by and among ClimateRock, a Cayman Islands exempted company (the “Company”), U.N. SDG Support LLC, a Delaware limited liability company (the “Sponsor,” and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
7,500,000 Units ClimateRock UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2022 • ClimateRock • Blank checks • New York
The undersigned, ClimateRock, a company incorporated as a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
ClimateRock Ogier Global (Cayman) Limited Grand Cayman KY1-9009, Cayman IslandsSecurities Subscription Agreement • March 14th, 2022 • ClimateRock • Blank checks • New York
This agreement (this “Agreement”) is entered into on December 24, 2021 by and between U.N. SDG Support LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ClimateRock, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 2,156,250 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 281,250 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 • May 3rd, 2022 • ClimateRock • 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 April 27, 2022, is entered into by and between ClimateRock, a Cayman Islands exempted company (the “Company”), and U.N. SDG Support LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • May 3rd, 2022 • ClimateRock • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 27, 2022, is by and between ClimateRock, 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”).
April [__], 2022 ClimateRock London, SW3 3DD, United KingdomUnderwriting Agreement • April 6th, 2022 • ClimateRock • 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 ClimateRock, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 8,625,000 of the Company’s units (including 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units to cover over-allotments, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right (the “Right”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination, subject to adjus
RIGHTS AGREEMENTRights Agreement • May 3rd, 2022 • ClimateRock • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of April 27, 2022 between ClimateRock, a Cayman Islands exempted company, with offices at 50 Sloane Avenue, London, SW3 3DD, United Kingdom (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 14th, 2022 • ClimateRock • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between ClimateRock, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 6th, 2022 • ClimateRock • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 3rd, 2022 • ClimateRock • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of April 27, 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
AGREEMENT AND PLAN OF MERGER dated as of December 30, 2023 by and among CLIMATEROCK, CLIMATEROCK HOLDINGS LIMITED, CLIMATEROCK MERGER SUB LIMITED, GREENROCK MERGER SUB CORP., andMerger Agreement • January 8th, 2024 • ClimateRock • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 30, 2023, is entered into by and among (i) ClimateRock, a Cayman Islands exempted company (“SPAC”), (ii) ClimateRock Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of SPAC (“Holdings”), (iii) ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Holdings (“SPAC Merger Sub”), (iv) a Cayman Islands exempted company and a wholly owned subsidiary of Holdings, expected to be named GreenRock Merger Sub Corp., which is in the process of being formed by SPAC, and once formed, SPAC shall cause it to promptly enter into a joinder to this Agreement (“Company Merger Sub”; and together with SPAC Merger Sub are referred to herein as the “Merger Subs”; and the Merger Subs, SPAC and Holdings are collectively referred to herein as the “SPAC Parties” and sometimes each individually referred to herein as a “SPAC Party”), and (v) GreenRock Corp, a Cayma
AMENDMENT NO. 2 TO LETTER AGREEMENTLetter Agreement • December 21st, 2022 • ClimateRock • Blank checks • New York
This Second Amendment (the “Amendment”) to the letter agreement dated August 17, 2022, and as amended as of September 20, 2022 (the “Letter Agreement”) is made and entered into as of the 3rd day of October 2022 by and between ClimateRock (the “Company”) and Maxim Group LLC (“Maxim”). The Company and Maxim are herein collectively referred to as the “Parties” with each individually being a “Party.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 8th, 2024 • ClimateRock • Blank checks • Delaware
This Voting and Support Agreement (this “Agreement”) is made as of December 30, 2023 by and among (i) CLIMATEROCK, a Cayman Islands exempted company (the “SPAC”), (ii) GREENROCK, a Cayman Islands exempted company (the “Company”), and (iii) U.N. SDG Support LLC (“Sponsor”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 9th, 2024 • ClimateRock • Blank checks
The Lender and the Borrower have entered into a Loan Agreement on the 12th day of April 2023 and both parties agree to amend that certain Loan Agreement as follows.
HOLDER SUPPORT AGREEMENTHolder Support Agreement • October 13th, 2022 • ClimateRock • Blank checks • Delaware
This Holder Support Agreement (this “Agreement”) is made as of October 6, 2022 by and among (i) CLIMATEROCK, a Cayman Islands exempted company (the “Purchaser”), (ii) E.E.W. ECO ENERGY WORLD PLC, a company formed under the laws of England and Wales (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Purchaser. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
LOAN AGREEMENTLoan Agreement • May 8th, 2023 • ClimateRock • Blank checks • England and Wales
AMENDMENT TO LOAN AGREEMENT BetweenLoan Agreement • August 9th, 2024 • ClimateRock • Blank checks
The Lender and the Borrower have entered into a Loan Agreement on the 12th day of November 2022 and both parties agree to amend that certain Loan Agreement as follows.
AMENDMENT NO. 3 TO LETTER AGREEMENTLetter Agreement • December 21st, 2022 • ClimateRock • Blank checks • New York
This Third Amendment (the “Amendment”) to the letter agreement dated August 17, 2022 (the “Letter Agreement”), is made and entered into as of the 4th day of October 2022 by and between ClimateRock (the “Company”) and Maxim Group LLC (“Maxim”). The Company and Maxim are herein collectively referred to as the “Parties” with each individually being a “Party.”
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • December 21st, 2022 • ClimateRock • Blank checks
This Amendment (the "Amendment") to the letter agreement dated July 11, 2022 (the "Letter Agreement"), is made and entered into as of the 3rd day of October 2022 by and between ClimateRock (the "Company"), Alantra Corporate Finance, S.A.U. ("ALANTRA") and U.N. SDG Support Holdings LLC, a Delaware limited liability company with registered office at 251 Little Falls Drive in the City of Wilmington (19808) ("Sponsor Entity") . The Company, Alantra and the Sponsor Entity are herein collectively referred to as the "Parties" with each individually being a "Party."
DATED 1 November 2023 AGREEMENT BetweenLoan Agreement • November 14th, 2023 • ClimateRock • Blank checks
It is noted that the Company has entered into, as borrower, the following loan agreements with the Lender, as lender (Loan Agreements):
DATED 1 November 2023 LOAN AGREEMENT Between andLoan Agreement • November 14th, 2023 • ClimateRock • Blank checks • England and Wales
AMENDMENT TO LOAN AGREEMENT BetweenLoan Agreement • August 9th, 2024 • ClimateRock • Blank checks
The Lender and the Borrower have entered into a Loan Agreement on the 21st day of September 2022 and both parties agree to amend that certain Loan Agreement as follows.
ClimateRockOffice Space and Administrative Services Agreement • March 14th, 2022 • ClimateRock • Blank checks
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 ClimateRock (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”), U.N. SDG Support LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 50 Sloane Avenue, London, SW3 3DD, United Kingdom. In exchange therefore, the Company shall pay U.N. SDG Support LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
LOAN AGREEMENT Between andLoan Agreement • August 9th, 2024 • ClimateRock • Blank checks • England and Wales
The Lender has provided the Borrower with loans and has agreed to provide the Borrower with an additional loan facility of a total of USD 1, 500,000 on an unsecured basis (the “Loans”).
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • December 21st, 2022 • ClimateRock • Blank checks • New York
This First Amendment (the “Amendment”) to the letter agreement dated August 17, 2022 (the “Letter Agreement”) is made and entered into as of the 20th day of September 2022 by and between ClimateRock (the “Company”) and Maxim Group LLC (“Maxim”). The Company and Maxim are herein collectively referred to as the “Parties” with each individually being a “Party.”
AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 9th, 2024 • ClimateRock • Blank checks
The Lender and the Borrower have entered into a Loan Agreement on the 1st day of November 2023 and both parties agree to amend that certain Loan Agreement as follows.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2022 • ClimateRock • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among ClimateRock Holdings Limited, a Cayman Islands exempted company (the “Company”), the parties listed on Schedule A hereto each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”), and, for the limited purpose set forth in Section 5.8 of this Agreement, (iii) ClimateRock, a Cayman Islands exempted company (“ClimateRock”). Certain capitalized terms used and not otherwise defined herein are defined in Article I hereof.
ClimateRockOffice Space and Administrative Services Agreement • May 3rd, 2022 • ClimateRock • 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 ClimateRock (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”), U.N. SDG Support LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 50 Sloane Avenue, London, SW3 3DD, United Kingdom. In exchange therefore, the Company shall pay U.N. SDG Support LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
LOAN AGREEMENT Between andLoan Agreement • February 17th, 2023 • ClimateRock • Blank checks • England and Wales
April 27, 2022 ClimateRock London, SW3 3DD, United KingdomUnderwriting Agreement • May 3rd, 2022 • ClimateRock • 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 ClimateRock, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 8,625,000 of the Company’s units (including 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units to cover over-allotments, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right (the “Right”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination, subject to adjus
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 8th, 2024 • ClimateRock • Blank checks • Delaware
This Voting and Support Agreement (this “Agreement”) is made as of December 30, 2023 by and among (i) ClimateRock, a Cayman Islands exempted company (“SPAC”), (ii) GreenRock Corp, a Cayman Islands exempted company (the “Company”), and (iii) the undersigned member (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 7th, 2024 • ClimateRock • Blank checks
This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of November 6, 2024, by and among (i) ClimateRock, a Cayman Islands exempted company (“SPAC”), (ii) ClimateRock Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of SPAC (“Holdings”), (iii) ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Holdings (“SPAC Merger Sub”), (iv) GreenRock Merger Sub Corp, a Cayman Islands exempted company and a wholly owned subsidiary of Holdings (“Company Merger Sub”), and (v) GreenRock Corp, a Cayman Islands exempted company (the “Company”). SPAC, Holdings, SPAC Merger Sub, Company Merger Sub and the Company, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement (defined below).
