REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2021, is made and entered into by and among Project Energy Reimagined Acquisition Corp., a Cayman Island exempted company (the “Company”), Smilodon Capital, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 28, 2021 by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENT between project energy reimagined ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 28, 2021, is by and between Project Energy Reimagined Acquisition Corp., 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”).
Project Energy Reimagined Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks
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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 28, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Smilodon Capital, LLC, a Delaware limited liability company (the “Purchaser”).
PROJECT ENERGY REIMAGINED ACQUISITION CORP. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
PROJECT ENERGY REIMAGINED ACQUISITION CORP. Redwood City, California 94065Letter Agreement • November 2nd, 2021 • Project Energy Reimagined Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Project Energy Reimagined Acquisition Corp. (the “Company”) and EWI Capital SPAC I LLC (“EWI Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
