REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of November 3, 2023 (this “Agreement”), is made and entered into by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Company”), Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), DDGN Advisors LLC, a Delaware limited liability company (“DDGN”), the individuals listed under Twin Ridge Holders on the signature page hereto (each a “Twin Ridge Holder” and, collectively, the “Twin Ridge Holders”), and the undersigned parties listed under Legacy Carbon Revolution Holders on the signature page hereto (each a “Legacy Carbon Revolution Holder” and, collectively, the “Legacy Carbon Revolution Holders” and, together with the Sponsor, DDGN, the Twin Ridge Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6(e) of this Agreement, each a “Holder” and collectively the “Holders”).
ContractWarrant Agreement • June 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS AMENDED AND RESTATED WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, AND IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION THEREFROM.
DEED OF INDEMNIFICATIONDeed of Indemnification • April 10th, 2023 • Carbon Revolution Ltd. • Motor vehicle parts & accessories
This Deed of Indemnification (“Deed”) is made as of __________________, 2023 by and between Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland (registered number 607450) having its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”) and Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange (“Carbon Revolution Australia” and together with the Company, the “Indemnitors” and each an “Indemnitor”) and [ ● ] (“Indemnitee”).
FORM OF WARRANT AMENDMENT AGREEMENT betweenWarrant Amendment Agreement • June 30th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS WARRANT AMENDMENT AGREEMENT (this “Agreement”), dated [_], 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as successor warrant agent, and Continental Stock Transfer & Trust Company, a New York corporation, (“Continental”) as former warrant agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the existing Warrant Agreement, dated March 3, 2021, by and between the Company and Continental (the “Existing Warrant Agreement”);
ContractEmployment Agreement • February 27th, 2023 • Carbon Revolution Ltd. • Victoria
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.
AMENDMENT TO WARRANT TO PURCHASE ORDINARY SHARESWarrant Amendment • April 11th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS AMENDMENT TO THAT WARRANT TO PURCHASE ORDINARY SHARES (this “Amendment”) is made as of this 10th day of April 2024, by OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (together with their successors and permitted assigns, the “Holders”) and Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Company”).
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
This Amendment No. 3 to Securities Purchase Agreement (this “Amendment”), dated as of June 21, 2024, amends the Securities Purchase Agreement, dated as of September 21, 2023 (as amended by that Amendment No. 1 to Securities Purchase Agreement dated as of April 10, 2024 and that Amendment No. 2 to Securities Purchase Agreement, dated as of May 24, 2024, the “Securities Purchase Agreement”), by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Issuer”), OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (collectively, the “Buyer”), and, solely for purposes of limited provisions of the Securities Purchase Agreement, Carbon Revolution Operations PTY LTD., an Australian private limited company (“Carbon Revolution Operations”). Capitalized terms used and not defined herein have the respective
FIFTH AMENDMENT TO PROCEEDS DISBURSING AND SECURITY AGREEMENTProceeds Disbursing and Security Agreement • May 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
This Fifth Amendment to Proceeds Disbursing and Security Agreement (this “Amendment”) is entered into as of May 24, 2024 (the “Effective Date”), by and among UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee, solely in its capacity as disbursing agent (“Disbursing Agent”), GALLAGHER IP SOLUTIONS LLC, a Delaware limited liability company (“Servicer”) as successor to NLC II, LLC (formerly known as NEWLIGHT CAPITAL LLC), a North Carolina limited liability company, as servicer for the benefit of the Disbursing Agent under the Disbursement Documents and as collateral agent for the benefit of the Trustee under the Trust Transaction Documents, NLC II, LLC (formerly known as NEWLIGHT CAPITAL LLC), a North Carolina limited liability company as Security Trustee for the benefit of the Security Beneficiaries under the Security Trust Deed and CARBON REVOLUTION OPERATIONS PTY LTD ACN 154 435 355, a company limited by shares and incorporated in Australia (“Issuer”)
ASSIGNMENT AND ASSUMPTION AGREEMENT between TWIN RIDGE CAPITAL ACQUISITION CORP. CARBON REVOLUTION PUBLIC LIMITED COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated November 3, 2023Assignment and Assumption Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated November 3, 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as warrant agent in relation to the warrant
SIXTH AMENDMENT TO PROCEEDS DISBURSING AND SECURITY AGREEMENTProceeds Disbursing and Security Agreement • June 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
This Sixth Amendment to Proceeds Disbursing and Security Agreement (this “Amendment”) is entered into as of June 21, 2024 (the “Effective Date”), by and among UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee, solely in its capacity as disbursing agent (“Disbursing Agent”), GALLAGHER IP SOLUTIONS LLC, a Delaware limited liability company (“Servicer”) as successor to NLC II, LLC (formerly known as NEWLIGHT CAPITAL LLC), a North Carolina limited liability company, as servicer for the benefit of the Disbursing Agent under the Disbursement Documents and as collateral agent for the benefit of the Trustee under the Trust Transaction Documents, NLC II, LLC (formerly known as NEWLIGHT CAPITAL LLC), a North Carolina limited liability company as Security Trustee for the benefit of the Security Beneficiaries under the Security Trust Deed (“Security Trustee”) and CARBON REVOLUTION OPERATIONS PTY LTD ACN 154 435 355, a company limited by shares and incorporated i
ContractEmployment Agreement • February 27th, 2023 • Carbon Revolution Ltd. • Victoria
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”), dated as of May 24, 2024, amends the Securities Purchase Agreement, dated as of September 21, 2023 (as amended by that Amendment No. 1 to Securities Purchase Agreement dated as of April 10, 2024, the “Securities Purchase Agreement”), by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Issuer”), OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (collectively, the “Buyer”), and, solely for purposes of limited provisions of the Securities Purchase Agreement, Carbon Revolution Operations PTY LTD., an Australian private limited company (“Carbon Revolution Operations”). Capitalized terms used and not defined herein have the respective meanings given to them in the Securities Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 10th day of April 2024, by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Company”), and OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (collectively, the “Investors,” and each individually, the “Investor”).
MERGECO LOCK-UP AGREEMENTLock-Up Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • Delaware
This lock-up agreement (this “Agreement”) is dated as of November 3, 2023, by and among the undersigned (the “Holder”) and Carbon Revolution Public Limited Company (formerly known as Poppetell Limited), a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Business Combination Agreement and the Scheme Implementation Deed (each as defined below), as applicable.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of [_____] by and among CARBON REVOLUTION OPERATIONS PTY LTD ACN 154 435 355, a company limited by shares and incorporated in Australia (the “Issuer”), UMB BANK, NATIONAL ASSOCIATION, solely in its capacity as trustee under the Trust Indenture (as defined below) (in such capacity, the “Trustee”) and solely in its capacity as disbursing agent under the Disbursing Agreement (as defined below) (in such capacity, the “Disbursing Agent”) and GALLAGHER IP SOLUTIONS LLC, a Delaware limited liability company (the “Servicer”) as successor to NLC II, LLC (formerly known as Newlight Capital LLC), a North Carolina limited liability company, as servicer under the Disbursing Agreement and Trust Indenture and as security trustee for the benefit of the Security Beneficiaries under the Australian Law Security Trust Deed (the “Security Trustee”), CARBON REVOLUTION TECHNOLOGY PTY LTD ACN 155 413 219 (“Carbon Technology”), CARBON REVOLUTION PUBLIC
WARRANT AMENDMENT AGREEMENT between TWIN RIDGE CAPITAL ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated November 3, 2023Warrant Amendment Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS WARRANT AMENDMENT AGREEMENT (this “Agreement”), dated November 3, 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as successor warrant agent, and Continental Stock Transfer & Trust Company, a New York corporation, (“Continental”) as former warrant agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the existing Warrant Agreement, dated March 3, 2021, by and between the Company and Continental (the “Existing Warrant Agreement”);
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
The undersigned hereby executes this Notice to Authenticate and Release Series 2023-A Bonds, as of the date first set forth above.
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT between TWIN RIDGE CAPITAL ACQUISITION CORP. CARBON REVOLUTION PUBLIC LIMITED COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated [_], 2023Assignment and Assumption Agreement • June 30th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated [_], 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as warrant agent in relation to the warrant agreement, dated as of March 3, 2021, as amended by the Warrant Amendment Agreement (as defined below), the “Existing Warrant Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement;
TRUST INDENTURETrust Indenture • May 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
The undersigned hereby executes this Notice to Authenticate and Release Series 2023-A Bonds, as of the date first set forth above.
ContractBusiness Combination Agreement • April 10th, 2023 • Carbon Revolution Ltd. • Motor vehicle parts & accessories
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”), dated as of April 10, 2024, amends the Securities Purchase Agreement, dated as of September 21, 2023 (the “Securities Purchase Agreement”), by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Issuer”), OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (collectively, the “Buyer”), and, solely for purposes of limited provisions of the Securities Purchase Agreement, Carbon Revolution Operations PTY LTD., an Australian private limited company (“Carbon Revolution Operations”). Capitalized terms used and not defined herein have the respective meanings given to them in the Securities Purchase Agreement.
