AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • August 5th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of July 26, 2024 is by and among Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland with company registration number 744994 (the “Company”), Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 371458 (“PERAC”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
Project Energy Reimagined Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 5th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and B of A Securities, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to ad
Heramba Electric plc Form of Deed of Indemnification And AdvancementDeed of Indemnification and Advancement • August 5th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies
This Deed Indemnification and Advancement (this “Deed”) is made as of [●], 2024 by and between Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland, with company registration number 744994, having its registered office at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (the “Company”) and ______________ [a member of the Board of Directors/an officer] of the Company (the “Indemnitee”). This Deed supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
Form of NoteLoan Agreement • May 6th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies
For value received, HERAMBA HOLDINGS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay [ ] (the “Lender”) the aggregate unpaid principal amount of [ ] Dollars ($[ ]) (the “Principal Amount”) under the Note (as defined in the Loan Agreement referred to below) issued by the Borrower to the Lender, payable at such times, and in such amounts, as are specified in the Loan Agreement.
Amendment Agreement to SHARE PURCHASE AGREEMENT dated 31 January 2024 by and betweenAmendment Agreement to Share Purchase Agreement • March 15th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies
LOAN AGREEMENTLoan Agreement • July 12th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into to be effective as of July 10, 2024 between Heramba Holdings, Inc., a Delaware corporation (the “Borrower”), and [ ] (the “Lender”). Each of the Borrower and the Lender are sometimes referred to herein collectively as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • August 5th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of June 19, 2024, is made and entered into by and among (i) Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland with company registration number 744994 (the “Company”), (ii) Smilodon Capital, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under “SPAC Holders” on the signature page(s) hereto (the Sponsor and each such party, a “SPAC Holder,” and, such parties collectively, including the Sponsor, the “SPAC Holders”), (iii) the undersigned parties listed under “Heramba Holders” on the signature page(s) hereto (each such party, a “Heramba Holder,” and, collectively, the “Heramba Holders”) and (iv) Knorr-Bremse Systeme für Schienenfahrzeuge GmbH, a German limited liability company having its statutory seat in Munich, Germany, and registered with the commercial register of the Local Court of Munich under HRB 91181 (the “KB Lender”). The SPAC Holders, th
SHARE CONTRIBUTION AGREEMENTShare Contribution Agreement • August 5th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SHARE CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of June 27, 2024, by and between Heramba Limited, an Irish private company limited by shares duly incorporated under the laws of Ireland, with company number 745130 and registered address at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (the “Seller”), and Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland, with company number 744994 and registered address at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (“Irish Holdco”).
Form of NoteNote • July 12th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies
For value received, HERAMBA HOLDINGS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay [ ] (the “Lender”) the aggregate unpaid principal amount of [ ] ($[ ]) (the “Principal Amount”) under the Note (as defined in the Loan Agreement referred to below) issued by the Borrower to the Lender, payable at such times, and in such amounts, as are specified in the Loan Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 4th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies
This Subscription Agreement (this “Subscription Agreement”) is being entered into, whereby [●], a [●] (the “Subscriber”), desires to subscribe for and purchase from Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), and the Company desires to sell to the Subscriber, an aggregate of 596,970 ordinary shares in the capital of the Company (the “Ordinary Shares”), with a nominal value of €0.0001 per share (the “Tranche 1 Shares”), for an aggregate purchase price of $985,000.50 (the “Tranche 1 Purchase Price”), or $1.65 per share, on the terms and subject to the conditions contained herein. Furthermore, the Company desires to provide the Subscriber with a 90-day option to purchase up to $1,000,000 (in increments of $250,000 or less, at the discretion of the Company) of Ordinary Shares (the “Tranche 2 Shares” and, together with the Tranche 1 Shares, the “Shares”) at a per-share price of $2.00 or, subject to the consent of the Com
LOAN AGREEMENTLoan Agreement • May 6th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into to be effective as of April 30, 2024 between Heramba Holdings, Inc., a Delaware corporation (the “Borrower”), Heramba Limited, an Irish private company duly incorporated under the laws of Ireland with company registration number 745130 (“Parent”) and [ ] (the “Lender”). Each of the Borrower, Lender and Parent are sometimes referred to herein collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2024 • Heramba Electric PLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 26, 2024, is made and entered into by and among Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland with company registration number 744994 (the “Company”), Smilodon Capital, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under “SPAC Holders” on the signature page(s) hereto (the Sponsor and each such party, a “SPAC Holder,” and, such parties collectively, including the Sponsor, the “SPAC Holders”), and the undersigned parties listed under “Heramba Holders” on the signature page(s) hereto (each such party, a “Heramba Holder,” and, collectively, the “Heramba Holders”). The SPAC Holders, the Heramba Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, are each referred to herein as a “Holder,” and, collectively, the “Holders.” Capitalized terms
