AGREEMENT AND PLAN OF MERGER by and among GOGORO INC., STARSHIP MERGER SUB I LTD., STARSHIP MERGER SUB II LTD., and POEMA GLOBAL HOLDINGS CORP. dated as of September 16, 2021Merger Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • 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:
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • 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”).
COMPANY SHAREHOLDER LOCK-UP AGREEMENTCompany Shareholder Lock-Up Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • 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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • 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”).
COMPANY SHAREHOLDER VOTING AGREEMENTShareholder Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 16th, 2021 • Poema Global Holdings Corp. • Blank checks • 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”).
