ContractWarrant Agreement • June 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED 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 AMENDED AND RESTATED 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. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
This Amendment No. 3 to Securities Purchase Agreement (this “Amendment”), dated as of June 21, 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 and that Amendment No. 2 to Securities Purchase Agreement, dated as of May 24, 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
SIXTH AMENDMENT TO PROCEEDS DISBURSING AND SECURITY AGREEMENTProceeds Disbursing and Security Agreement • June 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories
This Sixth Amendment to Proceeds Disbursing and Security Agreement (this “Amendment”) is entered into as of June 21, 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 (“Security Trustee”) and CARBON REVOLUTION OPERATIONS PTY LTD ACN 154 435 355, a company limited by shares and incorporated i
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 24th, 2024 • Carbon Revolution Public LTD Co • Motor vehicle parts & accessories • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of [_____] by and among CARBON REVOLUTION OPERATIONS PTY LTD ACN 154 435 355, a company limited by shares and incorporated in Australia (the “Issuer”), UMB BANK, NATIONAL ASSOCIATION, solely in its capacity as trustee under the Trust Indenture (as defined below) (in such capacity, the “Trustee”) and solely in its capacity as disbursing agent under the Disbursing Agreement (as defined below) (in such capacity, the “Disbursing Agent”) and GALLAGHER IP SOLUTIONS LLC, a Delaware limited liability company (the “Servicer”) as successor to NLC II, LLC (formerly known as Newlight Capital LLC), a North Carolina limited liability company, as servicer under the Disbursing Agreement and Trust Indenture and as security trustee for the benefit of the Security Beneficiaries under the Australian Law Security Trust Deed (the “Security Trustee”), CARBON REVOLUTION TECHNOLOGY PTY LTD ACN 155 413 219 (“Carbon Technology”), CARBON REVOLUTION PUBLIC
