REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of November 3, 2023 (this “Agreement”), is made and entered into by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Company”), Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), DDGN Advisors LLC, a Delaware limited liability company (“DDGN”), the individuals listed under Twin Ridge Holders on the signature page hereto (each a “Twin Ridge Holder” and, collectively, the “Twin Ridge Holders”), and the undersigned parties listed under Legacy Carbon Revolution Holders on the signature page hereto (each a “Legacy Carbon Revolution Holder” and, collectively, the “Legacy Carbon Revolution Holders” and, together with the Sponsor, DDGN, the Twin Ridge Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6(e) of this Agreement, each a “Holder” and collectively the “Holders”).
ASSIGNMENT AND ASSUMPTION AGREEMENT between TWIN RIDGE CAPITAL ACQUISITION CORP. CARBON REVOLUTION PUBLIC LIMITED COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated November 3, 2023Assignment and Assumption Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated November 3, 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as warrant agent in relation to the warrant
MERGECO LOCK-UP AGREEMENTLock-Up Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • Delaware
This lock-up agreement (this “Agreement”) is dated as of November 3, 2023, by and among the undersigned (the “Holder”) and Carbon Revolution Public Limited Company (formerly known as Poppetell Limited), a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Business Combination Agreement and the Scheme Implementation Deed (each as defined below), as applicable.
WARRANT AMENDMENT AGREEMENT between TWIN RIDGE CAPITAL ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated November 3, 2023Warrant Amendment Agreement • November 13th, 2023 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS WARRANT AMENDMENT AGREEMENT (this “Agreement”), dated November 3, 2023, is made by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”), as successor warrant agent, and Continental Stock Transfer & Trust Company, a New York corporation, (“Continental”) as former warrant agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the existing Warrant Agreement, dated March 3, 2021, by and between the Company and Continental (the “Existing Warrant Agreement”);
