WARRANT AGREEMENT POEMA GLOBAL HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 5, 2021Warrant Agreement • November 18th, 2021 • Gogoro Inc. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 5, 2021, is by and between Poema Global Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 18th, 2021 • Gogoro Inc. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 5, 2021 by and between Poema Global Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2021 • Gogoro Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of [ ], 202[ ], is made and entered into by and among:
COMPANY SHAREHOLDER LOCK-UP AGREEMENTCompany Shareholder Lock-Up Agreement • November 18th, 2021 • Gogoro Inc. • Delaware
This COMPANY SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2021, Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and the Persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 18th, 2021 • Gogoro Inc. • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2021, by and among Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and Poema Global Partners LLC, a Cayman Islands limited liability company (“Sponsor”).
COMPANY SHAREHOLDER VOTING AGREEMENTShareholder Agreement • November 18th, 2021 • Gogoro Inc. • Delaware
This COMPANY SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2021, Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 18th, 2021 • Gogoro Inc. • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 16, 2021, by and among Gogoro Inc., a Cayman Islands company (the “Company”), Poema Global Holdings Corp., a Cayman Islands exempted company (the “SPAC”), and the undersigned subscriber (“Subscriber”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 18th, 2021 • Gogoro Inc. • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 202[•] (the “Effective Date”), by and among Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”), Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
