PROJECT ENERGY HOLDINGS CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2023 • Prospect Energy Holdings Corp. • Blank checks • New York
Project Energy Holdings Corporation, a Cayman Islands corporation (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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 7th, 2023 • Prospect Energy Holdings Corp. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [__], 2023 between Prospect Energy Holdings Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • June 7th, 2023 • Prospect Energy Holdings Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2023 between Prospect Energy Holdings Corp., a Cayman Islands exempted company with limited liability, with its principal executive office at 14745 Rick Ln, Corona, CA 92880 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004, as warrant agent (the “Warrant Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 7th, 2023 • Prospect Energy Holdings Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2023, by and between PROSPECT ENERGY HOLDINGS CORP., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 7th, 2023 • Prospect Energy Holdings Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among PROSPECT ENERGY HOLDINGS CORP., a Cayman Islands exempted company (the “Company”), Meijin Energy Holdings Ltd., a Cayman Islands 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”).
Prospect Energy Holdings Corp. 14745 Rick Ln Corona, CA 92880 EF Hutton, division of Benchmark Investments, LLC New York, NY 10022Letter Agreement • June 7th, 2023 • Prospect Energy Holdings 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 PROSPECT ENERGY HOLDINGS 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 30,000,000 of the Company’s units (or up to 34,500,000 units if the over-allotment option is exercised in full, the “Units”). Each Unit is comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”), and one redeemable warrant (each, a “Public Warrant”), which entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • June 7th, 2023 • Prospect Energy Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of [______], 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among PROSPECT ENERGY HOLDINGS CORP., a Cayman Islands exempted company (the “Company”) and Meijin Energy Holdings Ltd., a Cayman Islands exempted company (the “Purchaser”).
Prospect Energy Holdings Corp. 14745 Rick LnProspect Energy Holdings Corp. • June 7th, 2023 • Blank checks
This letter 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 Prospect Energy Holdings 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”), Meijin Energy Holdings Ltd. (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 14745 Rick Ln, Corona, CA 92880 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date and continuing monthly ther
SUBSCRIPTION AGREEMENTSubscription Agreement • June 7th, 2023 • Prospect Energy Holdings Corp. • Blank checks
The undersigned hereby subscribes for 8,625,000 ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000.00 to the Company.
