AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of GLOBAL GAS HOLDINGS LLC dated as of December 21, 2023Limited Liability Company Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2023 (the “Effective Date”), by and among Global Gas Holdings LLC, a Delaware limited liability company (the “Company”) and any Person who is currently a member of the Company and any other Person who shall hereafter execute this Agreement as a Member of the Company (any such current members and any such other Person being herein referred to individually as a “Member” and collectively as the “Members”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 21, 2023, is made and entered into by and among Global Gas Corporation, a Delaware corporation (f/k/a Dune Acquisition Corporation) (the “Company”), Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder”, an “Existing Holder” and collectively the “Existing Holders”) and the undersigned parties listed on the signature page hereto under the heading “New Holders” (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders” and the New Holders and Existing Holders being referred to collectively hereafter as the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the
GLOBAL GAS CORPORATION INDEMNIFICATION AGREEMENTGlobal Gas Corporation Indemnification Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of December 21, 2023, and is between Global Gas Corporation, a Delaware corporation (the “Company”), and [_] (“Indemnitee”).
NOMINATION AGREEMENTNomination Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • Delaware
This NOMINATION AGREEMENT (this “Agreement”), dated as of December 21, 2023, is entered into by and among Global Gas Corporation, a Delaware corporation (the “Company”), Dune Acquisition Holdings LLC, a Delaware limited liability company (“Dune”), and each of the stockholders of the Company whose name appears on the signature pages hereto under “GHE Founders” (each, a “GHE Founder,” and collectively, the “GHE Founders”). The GHE Founders, Dune and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
Amendment No. 1 to Promissory NoteGlobal Gas Corp • December 28th, 2023 • Industrial inorganic chemicals
Reference is hereby made to that certain Promissory Note (the “Promissory Note”), dated as of June 21, 2023, by and between Global Hydrogen Energy LLC, a Delaware Limited Liability Company (the “Maker”), and Carter Glatt, an individual (the “Payee”). Effective as of December 21, 2023, the Maker and the Payee hereby acknowledge and agree that (i) the Maturity Date of the Promissory Note shall be extended to June 30, 2024 and (ii) the principal amount of the Promissory Note shall be $103,950 (and the Maker shall not request any advances under the Promissory Note in excess of such amount). Capitalized terms used but not defined herein shall have the meanings specified in the Promissory Note. Except to the extent provided above, the Promissory Note shall remain in full force and effect in accordance with its terms.
EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals
This Employment Agreement (“Agreement”) is made and entered into on May 14, 2023 (the “Effective Date”) by and between Global Hydrogen Energy LLC, a Delaware limited liability company (the “Company”), and William Bennett Nance, Jr. (“Executive”), and is conditioned upon the occurrence of, and shall become effective concurrently with, the closing (the “Closing”) of the transactions contemplated by the Unit Purchase Agreement, by and among the Company, Dune Acquisition Corporation, a Delaware corporation (“Parent”), Global Gas Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Holdings”), and the other parties thereto, dated as of the date hereof (the “Merger Agreement”).
EXCHANGE AGREEMENTExchange Agreement • December 28th, 2023 • Global Gas Corp • Industrial inorganic chemicals • Delaware
EXCHANGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 21, 2023, by and among Global Gas Holdings LLC, a Delaware limited liability company (the “Company”), Global Gas Corporation, a Delaware corporation and the sole managing member of the Company (“PubCo”), and the holders of Units (as defined below) and shares of Class B Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
