AGREEMENT AND PLAN OF MERGER dated as of June 1, 2023 by and among SEAPORT GLOBAL ACQUISITION II CORP., LITHIUM MERGER SUB, INC., and AMERICAN BATTERY MATERIALS, INC.Merger Agreement • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of June 1, 2023, is entered into by and among Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), Lithium Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and American Battery Materials, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
Execution VersionOtc Equity Prepaid Forward Transaction • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks
To: Seaport Global Acquisition II Corp., a Delaware limited liability company (“Seaport” or “SGII”) and American Battery Materials, Inc., a Delaware corporation (“Target”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2023, is made and entered into by and among Seaport Global Acquisition II Corp., a Delaware corporation (the “Company”), Seaport Global SPAC II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of June 1, 2023, is made by and among (i) Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), (ii) Seaport Global SPAC II, LLC, a Delaware limited liability company (the “Sponsor”), and holder of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and warrants, of Acquiror (the “Acquiror Warrants,” and collectively with the Class A Common Stock, the “Acquiror Shares”) and (iii) American Battery Materials, Inc., a Delaware corporation (the “Company”). Acquiror, the Sponsor and the Company shall be referred to herein from time to time collectively as the “parties”. Capitalized terms used but not otherwise defined herein, including capitalized terms used in any provision incorporated herein pursuant to Section 12 hereof, shall have the meanings ascribed to such terms in the Agreement and Plan of Merger (as defined below).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of June 1, 2023, is made by and among (i) Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), (ii) American Battery Materials, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holders (each a “Supporting Company Stockholder” and collectively, the “Supporting Company Stockholders”) of common stock, par value $0.001 per share (“Company Common Stock”), and/or preferred stock, par value $0.001 per share (“Company Preferred Stock”), as applicable (collectively, the “Company Shares”), of the Company. Acquiror, the Company and the Supporting Company Stockholders shall be referred to herein from time to time collectively as the “parties”. Capitalized terms used but not otherwise defined herein, including capitalized terms used in any provision incorporated herein pursuant to Section 10 hereof, shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
