JOINDER TO THE REGISTRATION RIGHTS, COORDINATION AND PUT OPTION AGREEMENT
Exhibit 99.1
Execution Version
JOINDER TO THE REGISTRATION RIGHTS, COORDINATION AND PUT OPTION AGREEMENT
This Joinder to the Registration Rights, Coordination and Put Option Agreement (this “Joinder”) is made and entered into as of February 17, 2022, by each of the undersigned, being a member of RMG Sponsor II, LLC (each, a “Holder”, and collectively the “Holders”). Reference is made to that certain Registration Rights, Coordination and Put Option Agreement, dated as of August 23, 2021 (the “RRCPA”), by and among RMG Sponsor II, LLC, a Delaware limited liability company (“RMG Sponsor”); ReNew Energy Global plc, a public limited company incorporated in England and Wales with registered number 13220321, (the “Company”); ReNew Power Private Limited, a company with limited liability incorporated under the laws of India; GS Wyvern Holdings Limited, a company organized under the laws of Mauritius; Canada Pension Plan Investment Board, a Canadian crown corporation organized and validly existing under the Canada Xxxxxxx Xxxx Xxxxxxxxxx Xxxxx Xxx, 0000, c.40; Platinum Hawk C 2019 RSC Limited, in its capacity as trustee of Platinum Cactus A 2019 Trust, a trust established under the laws of Abu Dhabi Global Market by deed of settlement dated 28 March 2019 between the Abu Dhabi Investment Authority and Platinum Hawk C 2019 RSC Limited; GEF SACEF India, a private company limited by shares incorporated under the laws of Mauritius; JERA Power RN B.V., a company organized under the laws of the Netherlands; Xx. Xxxxxx Xxxxx; Cognisa Investment, a partnership firm established under the laws of India; and Xxxxxxxx Advisory Private Limited, a company incorporated under the provisions of the Companies Act of India, 2013. Pursuant to the RRCPA, RMG Sponsor agreed to be legally bound by certain lock-up provisions on the Transfer of its Lock-Up Securities, consisting of Class A ordinary shares of the Company, nominal value US$0.0001 per share. The Holder is sometimes referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the RRCPA.
WHEREAS, pursuant to Section 7.02(a) of the RRCPA, RMG Sponsor is permitted to transfer its Lock-Up Securities to its members upon its liquidation, provided, however, that any such transfer is conditioned upon entry by such transferee(s) into a written agreement agreeing to be bound by the restrictions set forth in the RRCPA.
WHEREAS, RMG Sponsor was dissolved and its assets were liquidated (the “RMG Sponsor Liquidation”) on February 17, 2022. Upon the occurrence of the RMG Sponsor Liquidation, RMG Sponsor distributed to the Holders certain Lock-Up Securities held by RMG Sponsor, pursuant to Section 4.2 of the amended and restated limited liability company operating agreement of RMG Sponsor, as amended, dated as of December 9, 2020 (the “LLC Agreement”), as set out in Exhibit A hereto.
WHEREAS, each Holder desires to become a party to the RRCPA (on the terms set forth herein) by executing a copy of this Joinder.
NOW, THEREFORE, in consideration of the premises set forth above, and intending to be legally bound hereby, each Holder hereby agrees as follows:
| 1. | Joinder. Each Holder hereby agrees to abide by the terms and conditions of the RRCPA to the extent that they apply to RMG Sponsor as though the Holder was a party thereto and agrees to perform all of the duties and obligations of RMG Sponsor thereunder, in each case to the extent the same applies to the Lock-Up Securities received by the Holder pursuant to the distribution from RMG Sponsor. |
| 2. | Full Force and Effect. Notwithstanding the terms of this Joinder, all of the terms, covenants, agreements, conditions and other provisions of the RRCPA shall remain in full force and effect in accordance with their respective terms. |
| 3. | Representations and Warranties. Each Holder hereby represents and warrants that it has full power and authority to enter into this Joinder and that this Joinder and the RRCPA constitutes the legal, valid and binding obligation of each such Holder, enforceable in accordance with its terms and the terms of the RRCPA. |
| 4. | RMG Sponsor Liquidation. At the applicable time of the RMG Sponsor Liquidation each Holder hereby represents and warrants that it had good and valid, legal and beneficial title to its interests in RMG Sponsor and as of the date of this Joinder, each Holder has good and valid, legal and beneficial title to the Lock-up Securities as specified against each Holder’s name in Exhibit A. |
| 5. | The Company hereby accepts each Holder as a party to the RRCPA as if each Holder were RMG Sponsor under the RRCPA, and agrees that it will treat each Holder as if it were RMG Sponsor under the RRCPA. |
| 6. | Notices. All notices, demands or other communications to each Holder shall be directed to the address set forth next to each Holder’s name on the signature page hereto |
| 7. | Governing Law. This Joinder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the applicable of laws of another jurisdiction. |
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxxxxx Xxxxxxxxx | |
| By: |
/s/ Xxxxxxxxx Xxxxxxxxx | |
| Address: |
0000 Xxxxxx Xxxx Xxxx Xxxx | |
| Xxxx Xxxx XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxxx Xxxxxxxxx | |
| By: |
/s/ Xxxxxxx Xxxxxxxxx | |
| Address: |
000 Xxxx Xxxxx Xxx | |
| Xxxxxxxxxx, Xx 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Bourne Children’s Investment Trust | |
| By: |
/s/ Xxxx X. X. Xxxxxx | |
| Address: |
0000 Xxxxxxxx Xxx. | |
| Xxxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxx X. X. Xxxxxx | |
| By: | /s/ Xxxx X. X. Xxxxxx | |
| Address: | 0000 Xxxxxxxx Xxx. | |
| Xxxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxxx X. Xxxxxx | |
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Address: | 0000 Xxxxxxxx Xxx. | |
| Xxxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: |
||
| Name of Holder: | Xxxxx X. Xxxxxxxxx | |
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Address: | 0 Xxxxxxx Xx | |
| Xxxxxxxxx XX | ||
| 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxx Xxxxxxx | |
| By: | /s/ Xxxxxx Xxxxxxx | |
| Address: | 000 X. Xxxxx Xxxx., Xxx. 000 | |
| Xxxx Xxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxx Xxxxxx | |
| By: | /s/ Xxxx Xxxxxx | |
| Address: | 00 Xxxxxxxxxxx Xx, Xxxxxxxx, XX 00000 | |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxx X. Xxxxx | |
| By: | /s/ Xxxxxx X. Xxxxx | |
| Address: | 000 Xxxxx Xxxx Xx | |
| Xxxxxxx Xxxxxxx, XX. 00000. | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxx GST LLC | |
| By: | /s/ Xxxxxx X. Xxxxx | |
| Xxxxxx X. Xxxxx | ||
| Address: | 0000 X. Xxxxxxxx Xxxxx | |
| Xxxx Xxxxx, Xxxxxxx 00000 | ||
| Email: | xx@xxxxxxxxxxx.xxx | |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxx X. Xxxxx | |
| By: |
/s/ Xxxxxx X. Xxxxx | |
| Address: |
0000 X. Xxxxxxxx Xxxxx | |
| Xxxx Xxxxx, Xxxxxxx 00000 | ||
| Email: |
xx@xxxxxxxxxxx.xxx | |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxx X. Xxxxxxx | |
| By: |
/s/ Xxxxxx X. Xxxxxxx | |
| Address: |
0000 Xxxx Xxxxx X | |
| Xx. Xxxx Xxxxx | ||
| XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | W. Xxxxx Xxxxxxx | |
| By: |
/s/ W. Xxxxx Xxxxxxx | |
| Address: |
c/o W. Xxxxx Xxxxxxx | |
| 000 Xxxx Xxxxx Xxxx | ||
| Xxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | The Xxxxxxx 1997 Children’s Trust FBO Xxxxxxx X. Xxxxxxx | |
| By: |
/s/ X. Xxxxx Xxxxxxx | |
| X. Xxxxx Xxxxxxx | ||
| Address: |
c/o W. Xxxxx Xxxxxxx | |
| 000 Xxxx Xxxxx Xxxx | ||
| Xxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | The Xxxxxxx 1997 Children’s Trust FBO Xxxxxx X. Xxxxxxx | |
| By: |
/s/ X. Xxxxx Xxxxxxx | |
| X. Xxxxx Xxxxxxx | ||
| Address: |
c/o W. Xxxxx Xxxxxxx | |
| 000 Xxxx Xxxxx Xxxx | ||
| Xxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | HG Ventures LLC | |
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Xxxxxxxx X. Xxxxxxxxx | ||
| Address: | 0000 Xxxxxx Xxx | |
| Xxxxxxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxx Xxxxxx | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Address: | 0000 Xxxxxxx Xxxxxx Xxxxx 000 | |
| Xxxxx Xxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxx X. Xxxxxxx | |
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Address: | 00 Xxxxxxx Xxx Xxxxxxx, XX 00000 | |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | W. Xxxxxxxx Xxxxxx | |
| By: | /s/ W. Xxxxxxxx Xxxxxx | |
| Address: | 000 Xxxxxxx Xx Xxx 00X | |
| Xxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxxxxx X. Xxxx 2002 Trust | |
| By: | /s/ Xxxxxxxxx Xxxx | |
| Xxxxxxxxx Xxxx | ||
| Address: | xxxx@xxxxxxxx.xxx | |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Riverside Management Group LLC | |
| By: |
/s/ Xxx Xxxxxxxxx | |
| Xxx Xxxxxxxxx | ||
| Address: |
Riverside Management Group | |
| 00 Xxxx Xxxx Xxxx | ||
| Xxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxx and Xxxx LLC | |
| By: |
/s/ Xxxxx Xxxxxxxxx | |
| Address: |
0 Xxxxxxx Xx | |
| Xxxxxxxxx XX | ||
| 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxx Xxxx | |
| By: |
/s/ Xxxxxx Xxxx | |
| Address: |
0 Xxxxx 0xx Xxxxxx, 00X | |
| Xxxxxxxx, XX 00000 | ||
| xxxxx@xxxxxxxxxxxxxx.xxx | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxxxx Xxxxx | |
| By: |
/s/ Xxxxxx Xxxxx | |
| Address: |
00 Xxx Xxxx Xxxx | |
| Xxxxxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | J. Xxxx Xxxxx | |
| By: |
/s/ J. Xxxx Xxxxx | |
| Address: |
000 X Xxxxxxx | |
| #0000 | ||
| Xxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxx Xxxxxxxx | |
| By: | /s/ Xxxx Xxxxxxxx | |
| Address: | 0000 Xxxxxxxxxx Xxxxxx | |
| Xxx Xxxxxxxxx, XX 00000 | ||
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
| Holder: | ||
| Name of Holder: | Xxxx Xxxxxxxx | |
| By: | /s/ Xxxx Xxxxxxxx | |
| Address: | 000 Xxxxx Xxxx, Xxxxxxx, XX 00000 | |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, the Company has accepted this Joinder as of the date hereto.
| RENEW ENERGY GLOBAL PLC | ||
| /s/ Xxxxx Xxx | ||
| By: | Xxxxx Xxx | |
| Company Secretary | ||
[Signature Page to Joinder Agreement]
Exhibit A
| Name of shareholder |
Company Class A Ordinary Shares Owned | |||
| Xxxxxxxxx Xxxxxxxxx |
30,000 | |||
| Xxxx Xxxxxxxxx |
40,000 | |||
| Bourne Childrens Investment Trust |
11,429 | |||
| Xxxx X. Xxxxxx |
22,857 | |||
| Xxxxxxx X. Xxxxxx |
45,714 | |||
| Xxxxx Xxxxxxxxx |
110,000 | |||
| Xxxxxx Xxxxxxx |
130,000 | |||
| Xxxx Xxxxxx |
55,000 | |||
| Xxxxxx X. Xxxxx |
55,000 | |||
| Xxxxx GST, LLC |
99,750 | |||
| Xx Xxxxx |
110,250 | |||
| Xxxxxx X. Xxxxxxx |
30,000 | |||
| W. Xxxxx Xxxxxxx |
250,000 | |||
| The Xxxxxxx 1997 Children’s Trust FBO Xxxxxxx X. Xxxxxxx |
125,000 | |||
| The Xxxxxxx 1997 Children’s Trust FBO Xxxxxx X. Xxxxxxx |
125,000 | |||
| HG Ventures LLC |
200,000 | |||
| Xxxxxx Xxxxxx |
2,108,988 | |||
| Xxxxxx X. Xxxxxxx |
2,108,987 | |||
| Xxxx Xxxxxx |
272,800 | |||
| Xxxxxxxxx X. Xxxx 2002 Trust |
160,000 | |||
| Riverside Management Group LLC |
2,108,987 | |||
| Xxxx and Xxxx LLC |
110,000 | |||
| Xxxxxx Xxxx |
135,000 | |||
| Xxxxxx Xxxxx |
65,238 | |||
| Xxxx Xxxx Xxxxx |
40,000 | |||
| Xxxx Xxxxxxxx |
55,000 | |||
| Xxxx Xxxxxxxx |
20,000 | |||
