BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 11th, 2023 • RCF Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) among (i) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) RCF Acquisition Corp., a Cayman Islands exempted company limited by shares whose name prior to Closing will be changed to “Perception Capital Corp. IV” (“Perception”), (iii) Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”), is dated December 5, 2023 (the “Signing Date”). PubCo, Perception, and BGHL, are sometimes referred to individually as a “Party” and collectively, as the “Parties”.
SUPPORT AGREEMENTSupport Agreement • December 11th, 2023 • RCF Acquisition Corp. • Blank checks
This SUPPORT AGREEMENT (this “Agreement”) among (i) Future Global Resources Limited f/k/a Blue Gold International Limited (“FGRL”) solely in its capacity as nominee and on trust under that certain declaration of deed dated December 5, 2023 for Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), and (iii) RCF Acquisition Corp. to be renamed as Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares (“Perception”) is dated [_____________], 2023.
FORM OF SPONSOR SUPPORT AND LOCK-UP AGREEMENTSponsor Support and Lock-Up Agreement • December 11th, 2023 • RCF Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AND LOCKUP AGREEMENT (this “Agreement”) among (i) Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) RCF Acquisition Corp. to be renamed as Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares (“Perception”), and Perception Capital Partners IV LLC, a Delaware limited liability company (“Sponsor”) is dated [____________], 2023.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2023 • RCF Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), among (i) Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) RCF Acquisition Corp. to be renamed as Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares (“Perception”), (iv) Perception Holdings LLC, a Cayman Islands limited liability company (“Sponsor”), and (v) undersigned parties listed on the signature page (each a “Holder” and collectively the “Holders”) is dated [__], 2023. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
