Queen’s Gambit Holdings LLC New York, NY 10001Sponsor Letter • April 7th, 2022 • Queen's Gambit Holdings LLC • Services-business services, nec
This letter (this “Sponsor Letter”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated, or otherwise modified from time to time in accordance with its terms), by and among Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned Subsidiary of the Company (“Holdings”), Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned Subsidiary of Holdings, and Pivotal Merger Sub Company II, a company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned Subsidiary of SPAC (the “Business Combination Agreement” and the transactions contemp
September 25, 2022 Decarbonization Plus Acquisition Corporation IV Menlo Park, CA Hammerhead Resources Inc. 2700, 525-8th Avenue SW Calgary, Alberta T2P 1G1 Re: Sponsor Letter Ladies and Gentlemen:Sponsor Letter • September 26th, 2022 • Decarbonization Plus Acquisition Corp IV • Blank checks
This letter (this “Sponsor Letter”) is being delivered to you in accordance with that Business Combination Agreement, dated as of the date hereof, by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“SPAC”), Hammerhead Resources Inc., an Alberta corporation (the “Company”), Hammerhead Energy Inc., an Alberta corporation (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability corporation (the “Business Combination Agreement”), and the transactions contemplated therein (the “Business Combination”). Certain capitalized terms used herein are defined in paragraph 4 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
Decarbonization Plus Acquisition Sponsor III LLC c/o Riverstone Holdings LLCSponsor Letter • June 15th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks
This letter (this “Sponsor Letter”) is being delivered to you in accordance with that Business Combination Agreement, dated as of the date hereof (as it may be amended, restated, or otherwise modified from time to time in accordance with its terms), by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (“SPAC”), DCRC Merger Sub Inc., a Delaware corporation, and Solid Power, Inc., a Colorado corporation (the “Company”) (the “Business Combination Agreement”) and the transactions contemplated therein (the “Business Combination”). Certain capitalized terms used herein are defined in paragraph 4 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
amendment to sponsor letterSponsor Letter • October 4th, 2021 • Helix Acquisition Corp • Blank checks
This Amendment, dated as of October 4, 2021 (this “Amendment”) to that certain letter agreement, dated October 19, 2020, by and among Helix Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”), Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”), each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders” and together with the Sponsor and the Company, the “Parties”) (the “Original Letter Agreement”), is entered into by and among the Sponsor, the Company, the Insiders, ML Parties’ Representative (as defined below), and the Target (as defined below). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Letter Agreement.
Decarbonization Plus Acquisition Sponsor II LLC c/o Riverstone Holdings LLCSponsor Letter • May 26th, 2021 • Decarbonization Plus Acquisition Corp II • Blank checks
This letter (this “Sponsor Letter”) is being delivered to you in accordance with that Business Combination Agreement, dated as of the date hereof, by and among Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“SPAC”), Hulk Merger Sub, Inc., a Delaware corporation, Tritium DCFC Limited, an Australian public company limited by shares (“NewCo”) and Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares (the “Company”) (the “Business Combination Agreement”) and the transactions contemplated therein (the “Business Combination”). Certain capitalized terms used herein are defined in paragraph 4 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
EXHIBIT R --------- SILVER POINT FINANCE, LLC TWO GREENWICH PLAZA, 1ST FLOOR GREENWICH, CT 06830 CONFIDENTIAL March 23, 2007 Harbinger Capital Partners Master Fund I, Ltd. Harbinger Capital Partners Special Situations Fund, L.P. 555 Madison Avenue,...Sponsor Letter • March 30th, 2007 • Harbinger Capital Partners Master Fund I, Ltd. • Electric housewares & fans • New York
This Letter sets forth certain agreements among Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (collectively, "SPONSOR") in connection with the financing arrangements to be entered into among Silver Point Finance, LLC (acting individually or through one or more of its affiliates) ("SILVER POINT"), certain other financial institutions as lenders and APN Holdings Company ("COMPANY") and certain other entities, all as set forth in that certain Commitment Letter dated of even date herewith and attached hereto as EXHIBIT A (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the "COMMITMENT LETTER"), between the Company and Silver Point. Capitalized terms used but not defined herein shall have the meanings provided to such terms in the Commitment Letter.
AMENDMENT TO THE SPONSOR LETTERSponsor Letter • March 22nd, 2024 • ShoulderUP Technology Acquisition Corp. • Blank checks
This Amendment to that certain letter agreement, dated November 16, 2021 (the “Original Letter Agreement”), by and among Athena Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), and certain of the undersigned individuals, each of whom is a member of ShoulderUp’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders,” and together with the Sponsor and ShoulderUp, the “Parties”), dated as of March 18, 2024 (this “Amendment and Agreement”), is entered into by and among the Sponsor, ShoulderUp , CID Holdco, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of ShoulderUp (“Holdings”), ShoulderUp Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“ShoulderUp Merger Sub”), SEI Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdings (“SEI Merger Sub” and together wi
