FIFTH AMENDMENT TO PROCEEDS DISBURSING AND SECURITY AGREEMENTAnd Security Agreement • May 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
This Fifth Amendment to Proceeds Disbursing and Security Agreement (this “Amendment”) is entered into as of May 24, 2024 (the “Effective Date”), by and among UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee, solely in its capacity as disbursing agent (“Disbursing Agent”), GALLAGHER IP SOLUTIONS LLC, a Delaware limited liability company (“Servicer”) as successor to NLC II, LLC (formerly known as NEWLIGHT CAPITAL LLC), a North Carolina limited liability company, as servicer for the benefit of the Disbursing Agent under the Disbursement Documents and as collateral agent for the benefit of the Trustee under the Trust Transaction Documents, NLC II, LLC (formerly known as NEWLIGHT CAPITAL LLC), a North Carolina limited liability company as Security Trustee for the benefit of the Security Beneficiaries under the Security Trust Deed and CARBON REVOLUTION OPERATIONS PTY LTD ACN 154 435 355, a company limited by shares and incorporated in Australia (“Issuer”)
ContractCarbon Revolution Public LTD Co • May 24th, 2024 • Motor vehicle parts & accessories • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, AND IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION THEREFROM.
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”), dated as of May 24, 2024, amends the Securities Purchase Agreement, dated as of September 21, 2023 (as amended by that Amendment No. 1 to Securities Purchase Agreement dated as of April 10, 2024, the “Securities Purchase Agreement”), by and among Carbon Revolution Public Limited Company, a public limited company incorporated in Ireland with registered number 607450 (the “Issuer”), OIC Structured Equity Fund I GPFA Range, LLC, a Delaware limited liability company, and OIC Structured Equity Fund I Range, LLC, a Delaware limited liability company (collectively, the “Buyer”), and, solely for purposes of limited provisions of the Securities Purchase Agreement, Carbon Revolution Operations PTY LTD., an Australian private limited company (“Carbon Revolution Operations”). Capitalized terms used and not defined herein have the respective meanings given to them in the Securities Purchase Agreement.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
The undersigned hereby executes this Notice to Authenticate and Release Series 2023-A Bonds, as of the date first set forth above.
TRUST INDENTURETrust Indenture • May 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
The undersigned hereby executes this Notice to Authenticate and Release Series 2023-A Bonds, as of the date first set forth above.
