JOINDER AGREEMENTJoinder Agreement • November 9th, 2023 • RCF Acquisition Corp. • Blank checks
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by Perception Partners IV LLC, a Delaware limited liability company (the “Buyer”) in accordance with Section 5.2 of that certain Registration Rights Agreement, dated as of November 9, 2021 (the “RRA”) by and among RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the other parties listed on the signature pages thereto as “Holders”. Capitalized terms used but not defined herein shall have the meanings given to such terms in the RRA.
OMNIBUS TERMINATION AND RELEASEOmnibus Termination and Release • November 9th, 2023 • RCF Acquisition Corp. • Blank checks
THIS OMNIBUS TERMINATION AND RELEASE (this “Agreement”) is made as of November 6, 2023, by and between RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”) and RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”, and together with the Company, the “Parties”).
RCF Acquisition Corp. Suite 200 Denver, CO 80202Letter Agreement • November 9th, 2023 • RCF Acquisition Corp. • Blank checks
Reference is made to the letter agreement, dated November 9, 2021 (“Prior Letter Agreement”), entered into in connection with the initial public offering (the “Public Offering”) of RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), by and among the Company, RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the members of the Company’s board of directors, advisory board and/or management team (each, an “IPO Insider” and, collectively, the “IPO Insiders”) and the Securities Purchase Agreement, dated November 2, 2023 (“Purchase Agreement”), by and between the Sponsor and Perception Capital Partners IV LLC, a Delaware limited liability company (“Perception”), pursuant to which, among other things, the Sponsor will transfer certain of the Founder Shares and Private Placement Warrants held by it to Perception.
