REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2021 • Energem Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2021, is made and entered into by and among Energem Corp, a Cayman Islands exempted corporation (the “Company”), Energem LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
ENERGEM CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2021 • Energem Corp • Blank checks • New York
Energem Corp., a company incorporated as an exempted company under the law of the Cayman Islands (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • November 19th, 2021 • Energem Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of November 18, 2021 between Energem Corp., a Cayman Islands corporation, with offices at Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, 59200 Wilayah Persekutuan Kuala Lumpur, Malaysia (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 19th, 2021 • Energem Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 18, 2021, by and between Energem Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
November 18, 2021Letter Agreement • November 19th, 2021 • Energem Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Energem Corp., a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
Re: Form of Placement Unit Purchase AgreementEnergem Corp • November 19th, 2021 • Blank checks
Energem Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”). The undersigned hereby commits that it will purchase 475,575 units of the Company (“Private Units”), each Private Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one warrant (the “Warrants”), with each whole warrant entitling its holder to purchase one (1) share of Class A Common Stock, for a purchase price of $4,755,750 (the “Private Unit Purchase Price”).
ENERGEM CORP Level 10, Tower 11 (Sanichi) Avenue 5, No. 8, Jalan Kerinchi Bangsar South, 59200 Wilayah Persekutuan Kuala Lumpur, MalaysiaLetter Agreement • November 19th, 2021 • Energem Corp • Blank checks
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Energem Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
