425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2022 (November 29, 2022)

TWIN RIDGE CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40157	98-1577338
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

999 Vanderbilt Beach Road, Suite 200
Naples, Florida (Address of principal executive offices) 34108
(Zip Code)

(212) 235-0292

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	TRCA.U	New York Stock Exchange
Class A Ordinary Shares included as part of the units	TRCA	New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	TRCA WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

Business Combination Agreement and Scheme Implementation Deed

On November 29, 2022, Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange (the “Company”), Poppetell Limited, to be renamed Carbon Revolution plc, a public limited company incorporated in Ireland with registered number 607450 (“MergeCo”), and Poppettell Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of MergeCo (“Merger Sub” and, together with SPAC, the Company and MergeCo, collectively, the “Parties” and each a “Party”), entered into a business combination agreement (the “Business Combination Agreement”), and the Company, the SPAC and MergeCo entered into the Scheme Implementation Deed (the “Scheme Implementation Deed”).

Entry into the Business Combination Agreement and the Scheme Implementation Deed, and the respective transactions contemplated thereby (the “Transactions”) were unanimously approved by the board of directors of each of the SPAC and the Company.

The Business Combination and the Scheme Implementation Deed

The Business Combination Agreement provides for the business combination, pursuant to which, among other things, SPAC shall be merged with and into MergerSub, with Merger Sub surviving as a wholly-owned subsidiary of MergeCo (the “Surviving Company”), (the “Merger”), subject to, among other things, the approval of SPAC’s shareholders.

Under the Scheme Implementation Deed, the Company has agreed to propose a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the “Scheme”) and a capital reduction under Part 2J.1 of the Corporations Act 2001 (Cth) (the “Capital Reduction”) which, if implemented, will result in all shares of the Company (“Company Shares”) being cancelled in return for consideration, with the Company issuing a share to MergeCo (resulting in the Company becoming a wholly-owned subsidiary of MergeCo), subject to the Company shareholder approval, approval of the Federal Court of Australia and the satisfaction of various other conditions (a full list of the conditions is set out in the Scheme Implementation Deed).

Concurrently with the execution of the Business Combination Agreement and the Scheme Implementation Deed, certain members of management and all the directors of the Company certain lock-up restrictions on the Company Shares held by each such member of management or director of the Company, as applicable, effective from November 29, 2022 until the Implementation Date (as defined in the Scheme Implementation Deed) of the Scheme.

Consideration

Subject to the terms and conditions set forth in the Scheme Implementation Deed, shareholders of the Company will receive, in exchange for each Company Share, a number of ordinary shares of MergeCo (the “MergeCo Ordinary Shares”) pursuant to the Scheme Implementation Deed (as at the Scheme Record Date (as defined in the Scheme Implementation Deed)) calculated in the following manner: $200,000,000 (y)(i) less Outstanding Debt (as defined in the Scheme of Arrangement – Share Scheme) (ii) plus Cash (as defined in the Scheme of Arrangement – Share Scheme) and (z) divided by US$10.00, with such total amount, divided by the total number of Company Shares on issue as at the Scheme Record Date (or which would be on issue if all securities of the Company convertible into Company Shares had converted on such date).

Subject to the terms and conditions set forth in the Business Combination Agreement, by virtue of the Merger and without any action on the part of any party or holder of securities, at the SPAC Merger Effective Time (as defined in the Business Combination Agreement) (a) each of SPAC’s Class B ordinary shares, par value $0.0001 per share (“SPAC Class B Ordinary Shares”) shall convert automatically on a one-for-one basis, into SPAC’s Class A ordinary shares, par value $0.0001 per share (“SPAC Class A Ordinary Shares”), (the “Pre-Merger Conversion”), (b) immediately after the Pre-Merger Conversion, each SPAC Class A Ordinary Share will be automatically cancelled in exchange for one validly issued, fully paid and non-assessable MergeCo Ordinary Share, (c) warrants held by public shareholders of the SPAC entitling the holder thereof to purchase one SPAC Class A Ordinary Share (“SPAC Public Warrants”) shall be automatically exchanged for one warrant to acquire one MergeCo Ordinary Share at an exercise price of $11.50 per share (“MergeCo Public Warrants”), subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Public Warrant was issued immediately prior to the SPAC Merger Effective Time (d) each warrant issued in private placements at the time of the consummation of the SPAC’s initial public offering, entitling the holder thereof to purchase one SPAC Class A Ordinary Share at an exercise price of $11.50 per share (“SPAC Private Warrants”) shall be automatically exchanged for one MergeCo Public Warrant (each, a “MergeCo Founder Warrant”) with each such MergeCo Founder Warrant being subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Private Warrant was issued immediately prior to the SPAC Merger Effective Time and (e) each ordinary share of Merger Sub issued and outstanding immediately prior to the SPAC Merger Effective Time shall be converted into, and exchanged for, one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Company.

Representations and Warranties, and Covenants

Under the Business Combination Agreement and the Scheme Implementation Deed, the parties thereto made customary representations and warranties for transactions of this type, with respect to the parties, the transactions contemplated by the Business Combination Agreement and the Scheme Implementation Deed and their respective business operations and activities. The representations and warranties made under the Business Combination Agreement and the Scheme Implementation Deed shall terminate and expire upon the occurrence of the closing of the transactions contemplated thereby. The representations and warranties made under the Business Combination Agreement and the Scheme Implementation Deed are solely for the benefit of the parties thereto.

In addition, the parties to the Business Combination Agreement and Scheme Implementation Deed agreed to be bound by certain covenants that are, collectively, customary for transactions of this type, including (a) the requirement to take all necessary steps and exercise all rights necessary to implement the Merger and the Scheme in accordance with the Timetable (as defined in the Scheme Implementation Deed), (b) the preparation and filing of the Registration Statement on Form F-4 to be filed by MergeCo in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the MergeCo Shares to be issued in connection with the Scheme, which Form F-4 will contain the proxy statement for the SPAC shareholders (the “SPAC Proxy Statement”), (c) restrictions on the conduct of the Company’s, the SPAC’s and MergeCo’s respective businesses prior to the consummation of the transactions contemplated thereby and (d) exclusivity provisions, subject to certain exceptions including a fiduciary exception where either the SPAC or the Company board determines in good faith that a competing proposal is or could reasonably be expected to become a Superior Proposal or SPAC Superior Transaction (as applicable) (each as defined in the Scheme Implementation Deed) and not considering such Superior Proposal or SPAC Superior Transaction (as applicable) would or would be reasonably likely to constitute a breach of fiduciary or statutory duties by the SPAC or the Company board (as applicable) owed to the SPAC or the Company shareholders (as applicable), and (e) that each of the Company and the SPAC will not, and must ensure that each of their Related Parties and Related Bodies Corporate (as those terms are defined in the Scheme Implementation Deed) do not, directly or indirectly, (i) solicit, invite, encourage or initiate any inquiry, expression of interest, offer, proposal or discussion by any person in relation to a Competing Proposal in respect of the Company, or SPAC Competing Transaction in respect of the SPAC (as each is defined in the Scheme Implementation Deed), (ii) facilitate, participate in or continue any negotiations or discussions with respect to any inquiry, expression of interest, offer, proposal or discussion with any person relating to an actual, proposed or potential Competing Proposal in respect of the Company, or an actual or potential SPAC Competing Transaction in respect of the SPAC or (iii) negotiate, accept or enter into, or agree to negotiate, accept, or enter into, any agreement, arrangement or understanding relating to an actual, proposed or potential Competing Proposal in respect of the Company, or an actual or potential SPAC Competing Transaction in respect of the SPAC.

Conditions to Each Party’s Obligations

Consummation of each of the Merger and the Scheme is subject to conditions that are customary for a transaction of this type, including, among others: (a) receipt of written notice advising that the Foreign Investment Review Board of Australia (“FIRB”) has no objection to the Merger and the Scheme, or expiration of the applicable waiting period for FIRB; (b) there being no temporary, preliminary or final order, injunction, decision or decree issued by any court of competent jurisdiction or government agency which restrains, prohibits, or prevents, implementation of the Scheme or the Merger; (c) approval by the SPAC’s shareholders of certain proposals to be set forth in the SPAC Proxy Statement; (d) approval by the Company shareholders of the Scheme and the Capital Reduction; (e) approval by an Australian court of the Scheme; (f) the issue of an independent expert’s report by an independent expert (as appointed by the Company) which concludes that the Scheme and the Capital Reduction are in the best interest of the shareholders of the Company; (g) the MergeCo Ordinary Shares to be issued pursuant to the Scheme Implementation Deed being approved for listing on a national exchange in the United States and (h) the Registration Statement on Form F-4 containing the SPAC Proxy Statement being declared effective in accordance with the provisions of the Securities Act.

Termination

The Business Combination Agreement and Scheme Implementation Deed each include customary termination provisions.

The Scheme Implementation Deed may be terminated under certain customary and limited circumstances prior to 8:00am on the Second Court Date (as defined in the Scheme Implementation Deed), including:

(a) by the Company if the SPAC (in the case of a termination by the Company) or the SPAC if the Company, MergeCo or MergerSub (in the case of a termination by the SPAC) (1) has materially breached the Scheme Implementation Deed or the Business Combination Agreement and the party in breach has failed to remedy the breach within ten business days (or such shorter period ending at 5:00pm on the business day before the Second Court Date) after receipt by it of a notice in writing from the terminating party setting out details of the relevant circumstances and stating an intention to terminate the Scheme Implementation Deed, (2) if the Federal Court of Australia or another government agency (including any other court) has taken any action permanently restraining or otherwise prohibiting or preventing the Merger or the Scheme, or has refused to do anything necessary to permit the Merger and the Scheme to be implemented by the End Date (as defined in the Scheme Implementation Deed), and the action or refusal has become final and cannot be appealed or reviewed or the party, acting reasonably, believes that there is no realistic prospect of an appeal or review succeeding by the End Date, (3) if the Effective Date (as defined in the Scheme Implementation Deed) of the Scheme has not occurred, or will not occur, on or before the End Date, or (4) if the shareholders of the Company have not agreed to the Scheme and Capital Reduction at the Scheme Meeting (as defined in the Scheme Implementation Deed) by the requisite majorities;

(b) by SPAC, (1) if there is a Carbon Revolution Prescribed Occurrence or Carbon Revolution Regulated Event (each as defined in the Scheme Implementation Deed), or (2) if any director of the Company fails to recommend the Scheme and the Capital Reduction, withdraws, adversely changes, adversely modifies or adversely qualifies their support of the Scheme or their recommendation that shareholders of the Company vote in favor of the Scheme, or makes a public statement indicating that he or she no longer recommends the Transactions or recommends, supports or endorses another transaction, other than where any such director is required or requested by a court or government agency to abstain or withdraw from making a recommendation that the shareholders of the Company vote in favor of the Scheme after the date of the Scheme Implementation Deed; or

(c) by the Company if (1) at any time before 8:00 am on the Second Court Date, the board of directors of the Company or a majority of the board of directors of the Company has changed, withdrawn, modified or qualified its recommendation in respect of the Scheme as permitted under the Scheme Implementation Deed, (2) if there is a SPAC Prescribed Occurrence (as defined in the Scheme Implementation Deed), (3) if any director of SPAC fails to recommend the Transactions, withdraws, adversely changes, adversely modifies or adversely qualifies their support of the Scheme and Merger or their recommendation that the SPAC shareholders vote in favor of the SPAC Proposals and SPAC Extension Proposals (each as defined in the Scheme Implementation Deed), (4) if SPAC enters into any legally binding agreement, arrangement or understanding giving effect to any actual, proposed or potential SPAC Competing Transaction (as defined in the Scheme Implementation Deed), or (5) if by March 8, 2023, the SPAC has not obtained shareholder approval to extend the deadline for completing a business combination as necessary to at least May 31, 2023 or such other date as the parties reasonably agree.

The Business Combination Agreement may be terminated under the following customary and limited circumstances prior to the SPAC Merger Effective Time: (a) upon termination of the Scheme Implementation Deed in accordance with its terms; or (b) by mutual written consent of SPAC and the Company.

The foregoing description of the Business Combination Agreement and the Scheme Implementation Deed do not purport to be complete and are qualified in their entirety by reference to the full text of the Business Combination Agreement and the Scheme Implementation Deed, copies of which are included as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Related Agreements

Sponsor Side Letter

Concurrently with the execution of the Business Combination Agreement and the Scheme Implementation Deed, Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Twin Ridge Capital Sponsor Subsidiary, LLC a Delaware limited liability company (“TRCA Subsidiary”), Alison Burns (“Burns”), Paul Henrys (“Henrys”) and Gary Pilnick (“Pilnick” together with Burns and Henrys, the “Independent Directors”) and Dale Morrison (“Morrison”), Sanjay K. Morey (“Morey”) and William P. Russell, Jr. (“Russell”, and together with Morrison and Morey, the “Other Insiders”, and together with Sponsor, TRCA Subsidiary and the Independent Directors, the “Sponsor Parties”), the SPAC, the Company and MergeCo entered into a Sponsor Side Letter (the “Sponsor Side Letter”), pursuant to which the Sponsor Parties have agreed to take, or not take, certain actions during the period between the execution of the Sponsor Side Letter and the consummation of the Merger, including, (i) to vote any ordinary shares of SPAC owned by such Sponsor Party (all such shares, the “Covered Shares”) in favor of the Merger and the Scheme and other related proposals at the SPAC shareholders’ meeting, and any other special meeting of SPAC shareholders called for the purpose of soliciting stockholder approval in connection with the consummation of the Merger and the Scheme, (ii) to waive the anti-dilution rights or similar protections with respect to the SPAC Class B Ordinary Shares owned by such party as set forth in the governing documents of SPAC, or otherwise, and (iii) not to redeem any Covered Shares (as defined in the Sponsor Side Letter) owned by such Sponsor Party.

Pursuant to the Sponsor Side Letter, Sponsor has also agreed that, immediately prior to the consummation of the Merger, and conditioned upon the consummation of the Merger, 327,203 of the 5,267,203 SPAC Class B Ordinary Shares beneficially owned by Sponsor shall be automatically forfeited and surrendered to the SPAC for no additional consideration.

The foregoing description of the Sponsor Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Side Letter, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Standby Equity Purchase Agreement

Concurrently with the parties entering into the Business Combination Agreement and Scheme Implementation Deed, the SPAC entered into a Standby Equity Purchase Agreement (the “CEF”) with YA II PN, Ltd. (“Yorkville”) pursuant to which, subject to the consummation of the Transactions, MergeCo has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $60 million of MergeCo Ordinary Shares at the time of MergeCo’s choosing during the term of the agreement, subject to certain limitations, including caps on exchanges, issuances and subscriptions based on trading volumes. Each advance under the CEF (an “Advance”) may be in an amount of MergeCo Ordinary Shares up to the greater of $10 million or the aggregate daily trading volume of MergeCo Ordinary Shares in the five trading days prior to MergeCo requesting an Advance. The purchase price for an Advance is determined at the option of MergeCo and is either (a) 95% of the average daily VWAP (as defined below) during the applicable one-day pricing period or (b) 97% of the lowest daily VWAP during the applicable three consecutive trading day pricing period.   “VWAP” means, for any trading day, the daily volume weighted average price of MergeCo Ordinary Shares for such date on the securities listing exchange that the MergeCo Ordinary Shares are trading as of such date during regular trading hours as reported by Bloomberg L.P. The CEF will continue for a term of three years commencing from the sixth trading day following the closing of the Business Combination, unless prior terminated pursuant to its terms.

The foregoing description of the CEF does not purport to be complete and is qualified in its entirety by reference to the full text of the CEF, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 29, 2022, the SPAC and the Company issued a joint press release in the United States, and on November 30, 2022, the SPAC and the Company issued an announcement on the Australian Stock Exchange announcing the execution of the Business Combination Agreement and Scheme Implementation Deed. Copies of the press release and the announcement are furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

Furnished herewith as Exhibit 99.3 and incorporated into this Item 7.01 by reference herein is the investor presentation, dated November 29, 2022, that the SPAC and the Company have prepared in connection with the announcement of the Business Combination.

Additional Information about the Transaction and Where to Find It.

This filing relates to the proposed business combination involving the Company, the SPAC, MergeCo and Merger Sub. In connection with the proposed business combination, MergeCo intends to file with the U.S Securities Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (the “Registration Statement”), which will include a preliminary proxy statement of the SPAC and a preliminary prospectus of MergeCo relating to the MergeCo Shares to be issued in connection with the proposed business combination. This filing is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that MergeCo or the SPAC has filed or will file with the SEC or send to its shareholders in connection with the proposed business combination. This filing does not contain all the information that should be considered concerning the proposed business combination and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, THE SPAC’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY THE SPAC OR MERGECO WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.

After the Registration Statement is declared effective, the definitive proxy statement will be mailed to shareholders of the SPAC as of a record date to be established for voting on the proposed business combination. Additionally, the SPAC and MergeCo will file other relevant materials with the SEC in connection with the proposed business combination. Copies of the Registration Statement, the definitive proxy statement/final prospectus and all other relevant materials for the proposed business combination filed or that will be filed with the SEC may be obtained, when available, free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by the SPAC or MergeCo may be obtained, when available, free of charge from the SPAC at www.twinridgecapitalac.com. The SPAC’s shareholders may also obtain copies of the definitive proxy statement/prospectus, when available, without charge, by directing a request to Twin Ridge Capital Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200, Naples, Florida 60654.

Participants in the Solicitation of Proxies

This filing may be deemed solicitation material in respect of the proposed business combination. The SPAC, the Company, MergeCo, Merger Sub and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the SPAC’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of the SPAC’s directors and officers in the SPAC’s filings with the SEC, including the SPAC’s initial public offering prospectus, which was filed with the SEC on March 5, 2021, the SPAC’s subsequent annual report on Form 10-K and quarterly reports on Form 10-Q. To the extent that holdings of the SPAC’s securities by insiders have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the SPAC’s shareholders in connection with the business combination will be included in the definitive proxy statement/prospectus relating to the proposed business combination when it becomes available. You may obtain free copies of these documents, when available, as described in the preceding paragraphs.

No Offer or Solicitation

This filing is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed business combination will be implemented solely pursuant to the Business Combination Agreement and Scheme Implementation Deed, in each case, filed as exhibits to this Current Report on Form 8-K, which contains the full terms and conditions of the proposed business combination. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

 Forward-Looking Statements

All statements other than statements of historical facts contained in this filing are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations including as they relate to the proposed business combination and related transactions, pricing and market opportunity, the satisfaction of closing conditions to the proposed business combination and related transactions, the level of redemptions by the SPAC’s public shareholders and the timing of the completion of the proposed business combination, including the anticipated closing date of the proposed business combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this filing, and on the current expectations of the Company’s and the SPAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company and the SPAC.

These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination, or that the approval of the shareholders of the SPAC or the Company is not obtained; (iii) the ability to maintain the listing of MergeCo’s securities on the stock exchange; (iv) the inability to complete any private placement financing, the amount of any private placement financing or the completion of any private placement financing with terms unfavorable to you; (v) the risk that the proposed business combination disrupts current plans and operations the Company or the SPAC as a result of the announcement and consummation of the proposed business combination and related transactions; (vi) the risk that any of the conditions to closing of the business combination are not satisfied in the anticipated manner or on the anticipated timeline or are waived by any of the parties thereto; (vii) the failure to realize the anticipated benefits of the proposed business combination and related transactions; (viii) risks relating to the uncertainty of the costs related to the proposed business combination; (ix) risks related to the rollout of the Company’s business strategy and the timing of expected business milestones; (x) the effects of competition on the Company’s future business and the ability of the combined company to grow and manage growth, establish and maintain relationships with customers and healthcare professionals and retain its management and key employees; (xi) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict; (xii) the outcome of any legal proceedings that may be instituted against the SPAC, the Company or any of their respective directors or officers, following the announcement of the proposed business combination; (xiii) the amount of redemption requests made by the SPAC’s public shareholders; (xiv) the ability of the SPAC to issue equity, if any, in connection with the proposed business combination or to otherwise obtain financing in the future; (xv) the impact of the global COVID-19 pandemic and governmental responses on any of the foregoing risks; (xvi) risks related to the Company’s industry; (xvii) changes in laws and regulations; and (xviii) those factors discussed in the SPAC’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q, in each case, under the heading “Risk Factors,” and other documents of the SPAC or MergeCo to be filed with the SEC, including the proxy statement/prospectus. If any of these risks materialize or the SPAC’s or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the SPAC nor the Company presently know or that the SPAC and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the SPAC’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this filing. the SPAC and the Company anticipate that subsequent events and developments will cause the SPAC’s and the Company’s assessments to change. However, while the SPAC and the Company may elect to update these forward-looking statements at some point in the future, each of the SPAC, the Company, MergeCo and Merger Sub specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing the SPAC’s and the Company’s assessments as of any date subsequent to the date of this filing. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are provided as part of this Form 8-K:

Exhibit No.	Description
2.1	Business Combination Agreement, dated as of November 29, 2022, by and among Twin Ridge Capital Acquisition Corp., Carbon Revolution Limited, Poppetell Limited and Poppettell Merger Sub.
2.2†	Scheme Implementation Deed, dated as of November 30, 2022, by and among Twin Ridge Capital Acquisition Corp., Carbon Revolution Limited and Poppetell Limited
10.1	Sponsor Side Letter, dated as of November 29, 2022, by and among Twin Ridge Capital Sponsor, LLC, Twin Ridge Capital Sponsor Subsidiary, LLC, the independent directors party thereto, the other insiders party thereto, Twin Ridge Capital Acquisition Corp., Carbon Revolution Limited and Poppetell Limited.
10.2	Standby Equity Purchase Agreement, dated as of November 28, 2022, by and between Twin Ridge Capital Acquisition Corp. and YA II PN, LTD.
99.1	Joint United States Press Release, dated November 29, 2022.
99.2	Joint Australian Stock Exchange Announcement, dated November 30, 2022.
99.3	Investor Presentation, dated November 29, 2022.

†      Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The SPAC agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 30, 2022	TWIN RIDGE CAPITAL ACQUISITION CORP.
	By:	/s/ William P. Russell, Jr.
	Name:	William P. Russell, Jr.
	Title:	Co-Chief Executive Officer and Chief Financial Officer

[Signature Page to 8-K]

EX-2.1

Exhibit 2.1

Execution Version

BUSINESS COMBINATION AGREEMENT

by and among

TWIN RIDGE CAPITAL ACQUISITION CORP.,

CARBON REVOLUTION LIMITED ,

POPPETELL LIMITED,

AND

POPPETTELL MERGER SUB

Dated as of November 29, 2022

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
	SECTION 1.01 Certain Definitions	2
	SECTION 1.02 Further Definitions	5
	SECTION 1.03 Construction.	6
ARTICLE II MERGER AND SCHEME ACQUISITION		6
	SECTION 2.01 Scheme Acquisition.	6
	SECTION 2.02 Merger.	6
	SECTION 2.03 Delivery of Shares.	8
	SECTION 2.04 Stock Transfer Books	8
	SECTION 2.05 Payment of Expenses.	8
	SECTION 2.06 Closing Deliverables	9
	SECTION 2.07 Tax Treatment of Scheme Acquisition and SPAC Merger	9
	SECTION 2.08 Withholding	10
	SECTION 2.09 Liquidation of SPAC	10
ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY		10
	SECTION 3.01 Representations and Warranties	10
	SECTION 3.02 Exclusivity of Representations and Warranties	10
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SPAC		10
	SECTION 4.01 Representations and Warranties	10
	SECTION 4.02 Exclusivity of Representations and Warranties	10
ARTICLE V REPRESENTATIONS AND WARRANTIES OF MERGECO AND MERGER SUB		11
	SECTION 5.01 Representations and Warranties	11
	SECTION 5.02 Organization	11
	SECTION 5.03 Organization Documents	11
	SECTION 5.04 Capitalization.	11
	SECTION 5.05 Authority Relative to This Agreement	11
	SECTION 5.06 No Conflict; Required Filings and Consents.	12
	SECTION 5.07 Compliance	12
	SECTION 5.08 Board Approval; Vote Required.	12
	SECTION 5.09 No Prior Operations of Merger Sub; Post-Closing Operations	13
	SECTION 5.10 Brokers	13
	SECTION 5.11 MergeCo Registration Statement / Proxy Statement	13
	SECTION 5.12 Exclusivity of Representations and Warranties	13
ARTICLE VI CONDUCT OF BUSINESS		13
	SECTION 6.01 Conduct of Business by the Company and MergeCo	13

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TABLE OF CONTENTS

(continued)

		Page
	SECTION 6.02 Claims Against Trust Fund	14
ARTICLE VII ADDITIONAL AGREEMENTS		14
	SECTION 7.01 Registration Statement; SPAC Shareholders’ Meeting; Board Recommendation	14
	SECTION 7.02 Access to Information; Confidentiality	14
	SECTION 7.03 Exclusivity	14
	SECTION 7.04 Directors’ and Officers’ Indemnification.	14
	SECTION 7.05 Notification of Certain Matters	15
	SECTION 7.06 Further Action; Reasonable Best Efforts	15
	SECTION 7.07 Conversion of MergeCo to Public Limited Company	15
	SECTION 7.08 Public Announcements	15
	SECTION 7.09 Stock Exchange Listing	15
	SECTION 7.10 Trust Fund	15
	SECTION 7.11 Incentive Equity Plan and Purchase Plan	15
	SECTION 7.12 No Transfer of MergeCo Shares	16
	SECTION 7.13 MergeCo and Merger Sub Obligations	16
ARTICLE VIII CONDITIONS TO THE TRANSACTIONS		16
	SECTION 8.01 Conditions to the Obligations of Each Party	16
	SECTION 8.02 Frustration of Closing Conditions	16
ARTICLE IX TERMINATION, AMENDMENT AND WAIVER		16
	SECTION 9.01 Termination	16
	SECTION 9.02 Effect of Termination	16
	SECTION 9.03 Expenses	16
	SECTION 9.04 Amendment	17
	SECTION 9.05 Waiver	17
ARTICLE X GENERAL PROVISIONS		17
	SECTION 10.01 Notices	17
	SECTION 10.02 Nonsurvival of Representations, Warranties and Covenants	18
	SECTION 10.03 Severability	18
	SECTION 10.04 Entire Agreement; Assignment	18
	SECTION 10.05 Parties in Interest	18
	SECTION 10.06 Governing Law	18
	SECTION 10.07 Waiver of Jury Trial	19
	SECTION 10.08 Headings	19
	SECTION 10.09 Counterparts	19

ii

TABLE OF CONTENTS

(continued)

	Page
SECTION 10.10 Specific Performance.	19
SECTION 10.11 No Recourse	20

Exhibit A	Form of SID
Exhibit B	Form of MergeCo Amended and Restated Memorandum and Articles of Association
Schedule 1	Registration Rights Agreement Signatories
Schedule 2	Lock-up Agreement Signatories

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BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT, dated as of November 29, 2022 (this “Agreement”), by and among Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange (the “Company”), Poppetell Limited, a private limited company incorporated in Ireland with registered number 607450 (“MergeCo”), and Poppettell Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of MergeCo (“Merger Sub” and, together with SPAC, the Company and MergeCo, collectively, the “Parties” and each a “Party”).

WHEREAS, upon the terms and subject to the conditions set forth in the Scheme Implementation Deed to be entered into by and among SPAC, the Company and MergeCo, substantially in the form attached hereto as Exhibit A (the “SID”), the Company will be acquired by MergeCo, with the Company equity being exchanged for equity of MergeCo by means of the implementation of a scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”) (the “Scheme Acquisition”);

WHEREAS, the Board of Directors of the Company has unanimously (a)  resolved to enter into this Agreement and the SID, and proposes to seek the approval of its shareholders to approve the Scheme Acquisition in accordance with the SID, and (b) recommended the Company’s shareholders vote in favor of the Scheme Acquisition in the absence of a Superior Proposal (as that term is defined in the SID) and subject to the Independent Expert (as that term is defined in the SID) continuing to conclude that the Scheme Acquisition is in the best interests of the Company's shareholders;

WHEREAS, following the implementation of the Scheme Acquisition, the Company will be delisted from the Australian Securities Exchange;

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Irish Companies Act 2014 (“ICA”) and the Companies Act (as revised) of the Cayman Islands (the “Cayman Companies Act”), SPAC will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of MergeCo (the “Surviving Company”);

WHEREAS, pursuant to the Merger each SPAC Public Warrant and SPAC Private Warrant outstanding immediately prior to the Merger shall be exchanged automatically into a warrant to acquire MergeCo Ordinary Shares on the same contractual terms and conditions, respectively, as were in effect immediately prior to the Merger in accordance with and subject to the terms of the Warrant Assumption Documentation;

WHEREAS, as soon as is reasonably practicable following the Merger, the Surviving Company will be entered into liquidation (the “Surviving Company Liquidation”) pursuant to which the Surviving Company shall be liquidated and all assets of the Surviving Company (if any) shall be distributed to MergeCo;

WHEREAS, the Board of Directors of SPAC (the “SPAC Board”) has unanimously (a) determined that the Merger is fair to, and in the best interests of, SPAC and its shareholders and has approved and adopted this Agreement and the SID and declared their advisability and approved the Merger, the Scheme Acquisition and the other transactions contemplated by this Agreement and the SID, and (b) recommended the approval and adoption of this Agreement and the Merger by the shareholders of SPAC;

WHEREAS, the Board of Directors of Merger Sub (the “Merger Sub Board”) has (a) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole shareholder and has approved and adopted this Agreement and declared its advisability and approved the Merger and the other transactions contemplated by this Agreement, and (b) recommended the approval and adoption of this Agreement and the Merger by the sole shareholder of Merger Sub;

WHEREAS, the Board of Directors of MergeCo (the “MergeCo Board”) has (a) determined that the Scheme Acquisition and the Merger is fair to, and in the best interests of, MergeCo and its shareholder and has approved and adopted this Agreement and the SID and declared its advisability and approved the Scheme Acquisition and the Merger and the other transactions contemplated by this Agreement and the SID, and (b) recommended the approval and adoption of this Agreement and the Merger by the shareholder of MergeCo;

WHEREAS, prior to 8:00am (Melbourne Time) on the Second Court Date (as defined in the SID), MergeCo and the individuals set forth on Schedule 1 shall enter into a registration rights agreement (the “Registration Rights Agreement”);

WHEREAS, contemporaneously with the execution of this Agreement, the individuals set forth on Schedule 2 shall enter into an escrow deed (the “Lock-up Agreement”) (which, for the avoidance of doubt, shall specify the term of lock-up and certain other provisions for each signatory); and

WHEREAS, contemporaneously with the execution of this Agreement, the Sponsor has entered into an agreement with SPAC and the Company (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed, among other things, to vote all of its SPAC Ordinary Shares in favor of this Agreement and the Transactions.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Certain Definitions. For purposes of this Agreement:

“Action” means litigation, suit, claim, charge, grievance, action, proceeding, audit, order, writ, judgment, injunction or investigation by or before any Governmental Authority.

“Affiliate” of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Ancillary Agreements” means the Registration Rights Agreement, the Warrant Assumption Documentation, the Lock-up Agreement, the Sponsor Support Agreement, the SID and all other agreements, certificates and instruments executed and delivered by SPAC, MergeCo, Merger Sub or the Company in connection with the Transactions and specifically contemplated by this Agreement.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in any of the city of New York in the United States of America, Victoria, Australia, Dublin, Ireland or the Cayman Islands.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Employee Benefit Plan” means any plan that is a bonus, stock option, right, stock purchase, restricted stock, phantom stock, other equity-based compensation arrangement, performance award, incentive, deferred compensation, pension scheme or insurance, retiree medical or life insurance, death or disability benefit, health or welfare, retirement, supplemental retirement, severance, retention, change in control, employment, consulting, fringe benefit, sick pay and vacation plans or arrangements or other employee benefit plans, programs or arrangements, whether written or unwritten.

“End Date” has the meaning ascribed to such term in the SID.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“Governmental Authority” means any legislature, agency, bureau, branch, department, division, commission, court, tribunal, magistrate, justice, multinational organization, quasigovernmental body, or other similar recognized organization or body of any federal, state, tribal, county, municipal, local, or foreign government, or other similar regulatory agency or recognized organization or body exercising similar powers or authority.

“Group Company” means the Company and each of its Subsidiaries.

“IFRS” means international financial reporting standards, as adopted by the International Accounting Standards Board.

“Intended Tax Treatment” has the meaning set forth in Section 2.07.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Lien” means any lien, security interest, mortgage, pledge, charge, adverse claim or other encumbrance of any kind that secures the payment or performance of an obligation (other than those created under applicable securities laws).

“Material Adverse Effect” has the meaning ascribed to such term in the SID.

“MergeCo Ordinary Shares” means the ordinary shares of MergeCo, with a par value of $0.0001 each.

“MergeCo Public Warrant” means one warrant to acquire one (1) MergeCo Ordinary Share at an exercise price of $11.50 per share.

“MergeCo Registration Statement” means the registration statement on Form F-4 (or another applicable form if agreed by the Parties) to be filed by MergeCo (if required under the Securities Act) in connection with the registration under the Securities Act of the MergeCo Ordinary Shares and MergeCo Public Warrants to be issued in connection with the Merger and the Scheme Acquisition.

“MergeCo Registration Statement / Proxy Statement” means the SPAC Proxy Statement and the MergeCo Registration Statement.

“non-assessable” means, in relation to MergeCo, that a holder of MergeCo Ordinary Shares will not by reason of merely being such a holder, be subject to assessment or calls by MergeCo or its creditors for further payment on such shares.

“PCAOB” means the Public Company Accounting Oversight Board.

“Person” means an individual, corporation, company, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Redemption Rights” means the redemption rights provided for in the SPAC’s amended and restated memorandum and articles of association.

“Relevant Company” means a Relevant Company in the meaning of the Irish Takeover Panel Act, 1997.

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“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“SPAC Class A Ordinary Shares” means SPAC’s Class A ordinary shares, par value $0.0001 per share.

“SPAC Class B Ordinary Shares” means SPAC’s Class B ordinary shares, par value $0.0001 per share.

“SPAC Ordinary Shares” means SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares.

“SPAC Private Warrants” means each warrant issued in private placements at the time of the consummation of the SPAC’s initial public offering (“IPO”), entitling the holder thereof to purchase one SPAC Class A Ordinary Share at an exercise price of $11.50 per share.

“SPAC Proxy Statement” means the proxy statement to be sent to shareholders of SPAC for the purpose of obtaining approval of the SPAC Proposals.

 “SPAC Public Units” means the units issued in the IPO, with each unit issued therein including (a) one SPAC Class A Ordinary Share and (b) one-third of a warrant, with whole warrants entitling the holder thereof to purchase one SPAC Class A Ordinary Share at an exercise price of $11.50 per share.

“SPAC Public Warrants” means each warrant issued as a component of SPAC Public Units.

“SPAC Shareholder Redemption Amount” means the aggregate amount of cash proceeds required to satisfy any exercise by shareholders of SPAC of the Redemption Rights.

“SPAC Warrants” means the SPAC Public Warrants and the SPAC Private Warrants.

“Sponsor” means Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company.

“Subsidiary” or “Subsidiaries” of any Person means, with respect to such Person, any Affiliate in which such Person, directly or indirectly, through one or more intermediaries owns or controls more than fifty percent (50%) of such Affiliate’s equity interests measured by voting power.

“Tax” or “Taxes” means (a) any and all U.S., Australian, Irish and other non-U.S. federal, state, local, provincial and other taxes, levies, duties, withholdings, assessments, fees or other charges in the nature of taxes, imposed, administered or collected by any Governmental Authority, including wage taxes, income taxes, corporate taxes, capital gains taxes, franchise taxes, sales taxes, use taxes, payroll taxes, employment taxes, withholding taxes, value added taxes, gross receipts taxes, turnover taxes, environmental taxes, car taxes, energy taxes, customs and other import or export duties, escheat or unclaimed property obligations, excise duties, transfer taxes or duties, property taxes, capital taxes or duties, social security or other similar contributions, together with all related interest, fines, penalties, costs, charges and surcharges, whether disputed or not, (b) any liability for any amounts of the type described in clause (a) of another Person by operation of Law (including under Treasury Regulations section 1.1502-6 or analogous U.S. state or local or non-U.S. Law), as a transferee or successor, by contract or otherwise.

“Transactions” means the Merger, the Scheme Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements.

“Treasury Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Trust Fund” means the trust account maintained pursuant to that certain Investment Management Trust Agreement, by and between Continental Stock Transfer & Trust Company (the “Trustee”) and SPAC, dated as of March 8, 2021 (such agreement, the “Trust Agreement”).

4

“Virtual Data Room” means the virtual data room established by the Company, access to which was given to SPAC in connection with its due diligence investigation of the Company relating to the Transactions.

SECTION 1.02 Further Definitions. The following terms have the meaning set forth in the Sections set forth below:

Agreement	Preamble
Book-Entry Shares	Section 2.03(b)
Cayman Companies Act	Preamble
Certificate of Merger	Section 2.02(a)(i)
Chosen Courts	Section 10.06
Claims	Section 6.02
Closing	Section 2.02(a)(i)
Closing Date	Section 2.02(a)(i)
Company	Preamble
Contracting Parties	Section 10.11
Corporations Act	Preamble
D&O Indemnified Persons	Section 7.04(b)
D&O Tail Insurance	Section 7.04(c)
DGCL	Preamble
ICA	Preamble
Intended Tax Treatment	Section 2.07
Letter of Transmittal	Section 2.03(b)
Lock-up Agreement	Preamble
MergeCo	Preamble
MergeCo Amended and Restated Memorandum and Articles of Association	Section 2.02(b)(iii)
MergeCo Board	Preamble
MergeCo Founder Warrant	Section 2.02(d)(iii)
Merger	Preamble
Merger Sub	Preamble
Merger Sub Board	Preamble
Nonparty Affiliates	Section 10.11
Outstanding Company Transaction Expenses	Section 2.05(a)
Outstanding SPAC Transaction Expenses	Section 2.05(b)
Parties	Preamble
Party	Preamble
Plan of Merger	Section 2.02(a)
Registration Rights Agreement	Preamble
SID	Preamble
Scheme Acquisition	Preamble
SPAC	Preamble
SPAC Board	Preamble
SPAC Merger Effective Time	Section 2.02(i)
Sponsor Support Agreement	Preamble
Surviving Company	Section 2.02(i)
Terminating Company Breach	Section 9.01(d)
Terminating SPAC Breach	Section 9.01(e)
Transfer Agent	Section 2.03(a)
Trust Distributions	Section 6.02
Unit Separation	Section 2.02(c)
Voting Agreement	Preamble

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SECTION 1.03 Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this agreement are applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (vi) the word “including” means “including without limitation,” (vii) the word “or” shall be disjunctive but not exclusive, (viii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto and (ix) references to any Law shall include all rules and regulations promulgated thereunder and references to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such Law.

(b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified, and when counting days, the date of commencement will not be included as a full day for purposes of computing any applicable time periods (except as otherwise may be required under any applicable Law). If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP for matters with respect to SPAC or Merger Sub, and IFRS with respect to the Company and MergeCo.

(e) The phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided to the Party to which such information or material is to be provided or furnished (i) in the Virtual Data Room set up by the Company in connection with this Agreement or (ii) by delivery to such Party or its legal counsel via electronic mail or hard copy form, in each case no later than two (2) Business Days prior to the date hereof.

ARTICLE II

MERGER AND SCHEME ACQUISITION

SECTION 2.01 Scheme Acquisition.

(a) Upon the terms and subject to the conditions set forth in the SID, the Company, SPAC and MergeCo shall consummate the Scheme Acquisition.

SECTION 2.02 Merger.

(a) SPAC Merger Effective Time; Closing.

(i) SPAC shall cause the Merger to be consummated (such consummation, the “Closing” and the date on which the Closing occurs, the “Closing Date”) by the filing of a plan of merger, in a form reasonably satisfactory to the Parties (with such modification, amendments or supplements thereto as may be required to comply with the Cayman Companies Act) (the “Plan of Merger”), along with all other documentation and declarations required under the Cayman Companies Act in connection with the Merger, to be duly executed and properly filed with the Cayman Islands Registrar of Companies, in accordance with the relevant provisions of the Cayman Companies Act. The Plan of Merger will have an effective time subject to, and immediately prior to, the consummation of the Scheme Acquisition (which, for the avoidance of doubt, shall be immediately prior to the issuance of the Scheme Consideration (as defined in the SID)) (such time, the “SPAC Merger Effective Time”). Upon the terms and subject to the conditions set forth in the SID and Article VIII, and in accordance with the Cayman Companies Act, at the SPAC Merger Effective Time, SPAC shall be merged with and into Merger Sub by operation of Law. As a result of the Merger, the separate corporate existence of SPAC shall cease and Merger Sub shall continue as the surviving corporation of the Merger (the “Surviving Company”) by operation of the laws of the Cayman Islands.

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(ii) At the SPAC Merger Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the Cayman Companies Act, this Agreement and the Plan of Merger. Without limiting the generality of the foregoing, and subject thereto, at the SPAC Merger Effective Time, all of the assets, properties, rights, privileges, immunities, powers and franchises of SPAC shall vest in the Surviving Company by operation of law and all debts, liabilities, obligations and duties of SPAC shall become the debts, liabilities, obligations and duties of the Surviving Company by operation of law.

(b) Memorandum and Articles of Association.

(i) At the SPAC Merger Effective Time, the memorandum and articles of association of Merger Sub as the Surviving Company shall be amended and restated in such form as shall be mutually agreed by the Parties promptly after the execution of this Agreement, until thereafter amended as provided by Law and such amended and restated memorandum and articles of association.

(ii) At the Closing, MergeCo’s existing memorandum and articles of association shall be amended and restated in the form of Exhibit B and, as so amended and restated, shall be the memorandum and articles of association of MergeCo, until thereafter amended as provided by Law and the memorandum and articles of association, which shall, among other matters, (A) provide that the name of MergeCo be changed to Carbon Revolution plc or such other name as is agreed by the Parties and (B) provide for the size and structure of the MergeCo Board as provided in accordance with Section 5.10 of the SID.

(c) Unit Separation. At the SPAC Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of their securities, the SPAC Class A Ordinary Shares and SPAC Public Warrants comprising each issued and outstanding SPAC Public Unit immediately prior to the SPAC Merger Effective Time, shall be automatically separated (the “Unit Separation”), and the holder thereof shall be deemed to hold such SPAC Public Units constituent parts; provided that no fractional SPAC Public Warrants, will be issued in connection with the Unit Separation such that if a holder of SPAC Public Units would be entitled to receive a fractional SPAC Public Warrant upon the Unit Separation, then the number of SPAC Public Warrants to be issued to such holder upon the Unit Separation shall be rounded down to the nearest whole number of SPAC Public Warrants.

(d) Conversion of SPAC Securities. Subject to the terms of this Agreement, at the SPAC Merger Effective Time, by virtue of the Merger, the Cayman Companies Act, the ICA and without any action on the part of any Party or the holder of any of their securities (i) SPAC Class A Ordinary Shares, (ii) SPAC Class B Ordinary Shares, (iii) SPAC Public Warrants and (iv) SPAC Private Warrants, in each case, issued and outstanding immediately prior to the SPAC Merger Effective Time, shall be automatically cancelled, exchanged or adjusted (as applicable) as follows:

(i) Each then issued and outstanding SPAC Class B Ordinary Share, shall convert automatically, on a one-for-one basis, into a share of SPAC Class A Ordinary Share (the “Pre-Merger Conversion”).

(ii) Immediately after the Pre-Merger Conversion, each SPAC Class A Ordinary Share shall be automatically cancelled in exchange for one (1) validly issued, fully paid and non-assessable MergeCo Ordinary Share.

(iii) Each SPAC Public Warrant shall be automatically exchanged to become to one (1) MergeCo Public Warrant. Each such MergeCo Public Warrant will be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Public Warrant was issued immediately prior to the SPAC Merger Effective Time. Each SPAC Private Warrant shall be automatically exchanged to become one (1) MergeCo Public Warrant (each, a “MergeCo Founder Warrant”). Each such MergeCo Founder Warrant will be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Private Warrant was issued immediately prior to the SPAC Merger Effective Time. The SPAC shall enter into customary warrant assumption documentation prior to the SPAC Merger Effective Time (“Warrant Assumption Documentation”).

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(e) Conversion of Merger Sub Shares. Each ordinary share of Merger Sub issued and outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Company.

SECTION 2.03 Delivery of Shares.

(a) On or prior to the Closing Date, the Company shall designate a transfer agent reasonably satisfactory to the SPAC (the “Transfer Agent”), as its agent, for purposes of exchanging MergeCo Ordinary Shares for SPAC Class A Ordinary Shares. MergeCo agrees to issue MergeCo Ordinary Shares as and to the extent required by this Agreement to the holders of SPAC Class A Ordinary Shares. MergeCo shall cause the Transfer Agent to effect the exchange of SPAC Class A Ordinary Shares for a number of MergeCo Ordinary Shares, each in accordance with the terms of this Agreement, and, to the extent applicable, customary transfer agent procedures and the rules and regulations of the Depository Trust Company. Outstanding MergeCo Class A Ordinary Shares exchanged into SPAC Class A Ordinary Shares in accordance with this Agreement will be deemed, from and after the SPAC Merger Effective Time, to evidence only the right to secure the consideration to which the holder thereof is entitled hereunder.

(b) The consideration payable upon conversion of the SPAC Ordinary Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to SPAC Ordinary Shares occurring on or after the date hereof and prior to the SPAC Merger Effective Time.

(c) None of the Transfer Agent, MergeCo or the Surviving Company shall be liable to any shareholder of SPAC for any such SPAC Ordinary Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 2.03.

SECTION 2.04 Stock Transfer Books. At the SPAC Merger Effective Time, the stock transfer books of SPAC shall be closed and there shall be no further registration of transfers of SPAC Ordinary Shares thereafter on the records of SPAC. From and after the SPAC Merger Effective Time, the holders of certificates representing SPAC Ordinary Shares (“Certificates”) outstanding immediately prior to the SPAC Merger Effective Time shall cease to have any rights with respect to such SPAC Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the SPAC Merger Effective Time, any Certificates presented to the Transfer Agent or MergeCo for any reason shall be converted into the consideration payable in respect of such Certificate in accordance with Section 2.02(d).

SECTION 2.05 Payment of Expenses.

(a) No later than two (2) Business Days prior to the Closing Date, the Company shall provide to SPAC a certificate executed by an executive officer of the Company setting forth the Company’s calculation of all of the following fees, expenses and disbursements incurred by or on behalf of the Company, MergeCo or Merger Sub in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date: (i) the fees and disbursements of outside counsel to the Company, MergeCo and Merger Sub incurred in connection with the Transactions, and (ii) the fees and expenses of any other agent, advisor, consultant, expert, financial advisor and other service providers engaged by the Company, MergeCo or Merger Sub in connection with the Transactions (collectively, the “Outstanding Company Transaction Expenses”). Prior to the Closing, SPAC shall have an opportunity to review the Outstanding Company Transaction Expenses and discuss such certificate with the persons responsible for its preparation, and the Company shall reasonably cooperate with SPAC in good faith to timely respond to any questions and consider in good faith any comments regarding the certificate of Outstanding Company Transaction Expenses. On the Closing Date, following the Closing, the Company shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding Company Transaction Expenses. For the avoidance of doubt, the Outstanding Company Transaction Expenses shall not include any fees and expenses of the Company’s shareholders.

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(b) No later than two (2) Business Days prior to the Closing Date, SPAC shall provide to the Company a certificate executed by an executive officer of SPAC setting forth SPAC’s calculation of all of the following fees, expenses and disbursements incurred by or on behalf of SPAC (together with written invoices, vendor names, reasonable descriptions of services of vendors, the costs and expenses for each vendor and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date: all fees and expenses incurred in connection with, or otherwise related to, the Transactions, the negotiation and preparation of this Agreement, the Ancillary Agreements and the other documents contemplated hereby and the performance and compliance with all agreements and conditions contained herein and therein, or otherwise in connection with SPAC’s operations or organization, including the fees, expenses and disbursements of legal counsel, auditors, accountants and notaries; due diligence expenses; advisory and consulting fees (including financial advisors) and expenses; and other third-party fees, in each case of SPAC (collectively, the “Outstanding SPAC Transaction Expenses”). Prior to the Closing, the Company shall have an opportunity to review the Outstanding SPAC Transaction Expenses and discuss such certificate with the persons responsible for its preparation, and SPAC shall reasonably cooperate with the Company in good faith to timely respond to any questions and consider in good faith any comments regarding the certificate of Outstanding SPAC Transaction Expenses. On the Closing Date following the Closing, SPAC shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding SPAC Transaction Expenses up to an amount equal to $20 million.  In such case that the amount of Outstanding SPAC Transaction Expenses is greater than $20 million, the Parties shall work together in good faith (including through having discussions with the applicable vendors) in order to reduce such amount to be no greater than $20 million.

SECTION 2.06 Closing Deliverables. Prior to 8:00am (Melbourne time) on the Second Court Date:

(a) The Company shall deliver (or cause to be delivered) to SPAC:

(i) the Registration Rights Agreement, duly executed by MergeCo and each of the Persons set forth on Schedule 1 (other than the holders of equity securities of SPAC prior to the Closing); and

(ii) each other Ancillary Agreement to be executed after the date of this Agreement by the Company, MergeCo or Merger Sub or any of their respective Affiliates, duly executed by the Company, MergeCo or Merger Sub or their respective Affiliates, as applicable

(b) SPAC shall deliver (or cause to be delivered) to the Company:

(i) the Registration Rights Agreement, duly executed by each of the Persons set forth on Schedule 1 (other than the holders of equity securities of the Company prior to the Closing).

SECTION 2.07 Tax Treatment of Scheme Acquisition and SPAC Merger. The Parties intend and hereto agree that for U.S. federal income tax purposes (and any applicable U.S. state and local income Tax purposes), (a) the Scheme Acquisition shall be treated as a “reorganization” within the meaning of Section 368(a) of the Code, (b) the Unit Separation will not be a taxable event, (c) the SPAC Merger shall be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and (d) in the event the shareholders of the Company are in “control” (within the meaning of Section 368(c) of the Code) of MergeCo immediately after the Scheme Acquisition, the Scheme Acquisition shall be treated as a transaction described in Section 351(a) of the Code (the “Intended Tax Treatment”). The Parties agree that this Agreement shall constitute a “plan of reorganization” with respect to the Scheme Acquisition, and a “plan of reorganization” with respect to the SPAC Merger, in each case, within the meaning of Treasury Regulations Section 1.368-2(g).  In connection with the preparation and filing of the MergeCo Registration Statement / Proxy Statement or the SEC’s review thereof, or a tax opinion with respect to the U.S. federal income tax consequences of the Transactions provided for purposes of the preparation and filing of the MergeCo Registration Statement / Proxy Statement, each Party shall use reasonable best efforts to execute and deliver customary tax representation letters in support of the Intended Tax Treatment as their respective tax advisors may reasonably request in form and substance reasonably satisfactory to such advisor.

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SECTION 2.08 Withholding. Notwithstanding anything in this Agreement to the contrary, SPAC, MergeCo and Merger Sub shall be entitled to deduct and withhold from any consideration payable to any Person pursuant to this Agreement any amount required to be deducted or withheld under applicable Law; provided, however, that the Parties agree to reasonably cooperate to eliminate or mitigate any such deductions or withholding Taxes. To the extent that any such amounts are deducted or withheld by SPAC, MergeCo or Merger Sub, as the case may be, and remitted to the appropriate Governmental Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

SECTION 2.09 Liquidation of the Surviving Company. As soon as is reasonably practicable after the SPAC Merger Effective Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Cayman Companies Act, the Surviving Company Liquidation shall be consummated and all assets of Surviving Company shall be transferred to MergeCo and all liabilities of Surviving Company shall be assumed by MergeCo. In connection with the Surviving Company Liquidation, all of the property, rights, privileges, powers, franchises, debts, liabilities, and duties of Surviving Company shall be assumed by MergeCo.

ARTICLE III

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

The Company hereby represents and warrants to SPAC, MergeCo and Merger Sub as follows:

SECTION 3.01 Representations and Warranties. The representations and warranties set forth in Schedule 3 under the heading “Carbon Revolution Representations and Warranties” of the SID are incorporated herein by reference.

SECTION 3.02 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article III, the Company hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SPAC, its affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the Company nor any other person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to SPAC, its affiliates or any of their respective representatives or any other person, and that any such representations or warranties are expressly disclaimed.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SPAC

SPAC hereby represents and warrants to the Company, MergeCo and Merger Sub as follows:

SECTION 4.01 Representations and Warranties. The representations and warranties set forth in Schedule 2 under the heading “SPAC Representations and Warranties” of the SID are incorporated herein by reference.

SECTION 4.02 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV, SPAC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to SPAC, its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates (including MergeCo and Merger Sub) or any of their respective representatives by, or on behalf of, SPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither SPAC nor any other person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates (including MergeCo and Merger Sub) or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to the Company, its affiliates or any of their respective representatives or any other person, and that any such representations or warranties are expressly disclaimed.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF MERGECO AND MERGER SUB

MergeCo and Merger Sub hereby represent and warrant to SPAC as follows:

SECTION 5.01 Representations and Warranties. The representations and warranties set forth in Schedule 4 under the heading “MergeCo Representations and Warranties” of the SID are incorporated herein by reference.

SECTION 5.02 Organization. Merger Sub is a company duly organized, validly existing and in good standing (insofar as such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

SECTION 5.03 Organization Documents. Merger Sub has heretofore furnished to SPAC complete and correct copies of the certificate of incorporation and memorandum and articles of association of Merger Sub as of the date of this Agreement. The certificate of incorporation and memorandum and articles of association of Merger Sub are in full force and effect and Merger Sub is not in violation of any of the provisions of such organizational documents.

SECTION 5.04 Capitalization.

(a) As of the date hereof, the authorized share capital of Merger Sub consists of one ordinary share, par value $1.00.

(b) As of the date of this Agreement, MergeCo owns 100% of the issued and outstanding shares of Merger Sub free and clear of all Liens, options, rights of first refusal and limitations on voting or transfer rights other than transfer restrictions under applicable securities laws and Merger Sub’s organizational documents. All such shares of common stock of Merger Sub are validly issued, fully paid and non-assessable.

(c) As of the date of this Agreement, there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of Merger Sub or obligating Merger Sub to issue or sell any shares of, or other equity or voting interests in, or any securities convertible into or exchangeable or exercisable for shares of , or other equity or other voting interests in, Merger Sub. As of the date of this Agreement, Merger Sub is not a party to, or otherwise bound by, and Merger Sub has not granted, any equity appreciation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of, or other securities or ownership interests in, Merger Sub. As of the date of this Agreement, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements to which Merger Sub is a party, or to the Company’s knowledge, among any holder of shares of Merger Sub to which Merger Sub is not a party, with respect to the voting or transfer of such shares of Merger Sub.

SECTION 5.05 Authority Relative to This Agreement. Merger Sub has all necessary power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, subject to the adoption of this Agreement by MergeCo as the sole shareholder of Merger Sub, to consummate the Transactions. The execution and delivery of this Agreement and such Ancillary Agreements to which Merger Sub is a party and the consummation by Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Merger Sub are necessary to authorize this Agreement other than the adoption of this Agreement by MergeCo as the sole shareholder of Merger Sub, each such Ancillary Agreement to which it is a party or to consummate the Transactions. This Agreement and each such Ancillary Agreement have been duly and validly executed and delivered by Merger Sub and, assuming due authorization, execution and delivery by the Company, MergeCo and SPAC, constitutes a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles.

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SECTION 5.06 No Conflict; Required Filings and Consents.

(a) The execution and delivery by Merger Sub of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Merger Sub will not, (i) conflict with or violate the memorandum and articles of association  of Merger Sub , (ii) assuming that all consents, approvals, authorizations and other actions described in Section 5.06(b) have been obtained and all filings and obligations described in Section 5.06(b) have been made, conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its property or assets are bound or affected or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its property or assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a Material Adverse Effect.

(b) The execution and delivery by Merger Sub of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, blue sky Laws and state takeover laws, any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, if any, and filing and recordation of appropriate Merger documents as required by the Cayman Companies Act, as the case may be, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent Merger Sub from performing its material obligations under this Agreement and each such Ancillary Agreement.

SECTION 5.07 Compliance. Merger Sub is not, nor has been, in conflict with, or in default, breach or violation of, (a) any Law applicable to Merger Sub or by which any property or asset of Merger Sub is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any property or asset of Merger Sub is bound, except, in each case, for any such conflicts, defaults, breaches or violations that would not have or reasonably be expected to have a Material Adverse Effect. Merger Sub is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for Merger Sub to own, lease and operate their respective properties or to carry on their respective businesses as they are now being conducted.

SECTION 5.08 Board Approval; Vote Required.

(a) The Merger Sub Board has, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Merger Sub and MergeCo (as the sole shareholder of Merger Sub), (ii) approved this Agreement and the Transactions and declared their advisability and (iii) recommended that MergeCo (as the sole shareholder of Merger Sub) approve and adopt this Agreement and approve the Transactions and directed that this Agreement and the Transactions be submitted for consideration and approval by MergeCo (as the sole shareholder of Merger Sub).

(b) The only shareholder vote of Merger Sub that is necessary to approve this Agreement and the Transactions is the affirmative vote of MergeCo as sole shareholder of Merger Sub.

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SECTION 5.09 No Prior Operations of Merger Sub; Post-Closing Operations. Merger Sub was formed for the sole purposes of entering into this Agreement and the Ancillary Agreements to which it is party and engaging in the Transactions. Since the date of formation of Merger Sub, Merger Sub has not engaged in any business or activities whatsoever, nor incurred any liabilities, except in connection with this Agreement, the Ancillary Agreements or in furtherance of the Transactions. Merger Sub has no employees or liabilities under any Employee Benefit Plan.

SECTION 5.10 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Merger Sub.

SECTION 5.11 MergeCo Registration Statement / Proxy Statement. None of the information relating to Merger Sub supplied by Merger Sub in writing for inclusion in the MergeCo Registration Statement / Proxy Statement will, as of the date the MergeCo Registration Statement / Proxy Statement is declared effective, as of the date the MergeCo Registration Statement / Proxy Statement (or any amendment or supplement thereto) is first mailed to the shareholders of SPAC, at the time of the meeting of the shareholders of SPAC to approve and adopt this Agreement and the Merger, or at the SPAC Merger Effective Time, contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, Merger Sub makes no representations with respect to any forward-looking statements supplied by or on behalf of Merger Sub for inclusion in, or relating to information to be included in, the MergeCo Registration Statement / Proxy Statement.

SECTION 5.12 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article V, each of MergeCo and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to MergeCo, Merger Sub, their affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SPAC, its affiliates or any of their respective representatives by, or on behalf of, the MergeCo or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of MergeCo, Merger Sub nor any other person on behalf of MergeCo or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MergeCo or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to SPAC, its affiliates or any of their respective representatives or any other person, and that any such representations or warranties are expressly disclaimed.

ARTICLE VI

CONDUCT OF BUSINESS

SECTION 6.01 Conduct of Business by the Company and MergeCo. The covenants set forth in Sections 5.6 and 5.7 of the SID are incorporated herein by reference.

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SECTION 6.02 Claims Against Trust Fund. Each of the Company, MergeCo and Merger Sub agrees that, notwithstanding any other provision contained in this Agreement, the Company, MergeCo and Merger Sub do not now have, and shall not at any time prior to the SPAC Merger Effective Time have, any right, title, interest or claim to, or make any claim against of any kind, in or to any assets in the Trust Fund (or distributions therefrom to (a) the shareholders of SPAC upon the redemption of their shares and (b) the underwriters of SPAC’s initial public offering in respect of their deferred underwriting commissions held in the Trust Fund, in each case as set forth in the Trust Agreement (collectively, the “Trust Distributions”)), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company, MergeCo or Merger Sub on the one hand, and SPAC on the other hand, this Agreement, or any other discussion, contract or agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.02 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company, MergeCo and Merger Sub hereby irrevocably waives (on behalf of itself and its Affiliates) any Claim they may have, now or in the future and will not seek recourse against the Trust Fund (including the Trust Distributions) for any reason whatsoever in respect thereof. Each of the Company, MergeCo and Merger Sub acknowledges and agrees that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter into this Agreement, and each of the Company, MergeCo and Merger Sub further intends and understands such irrevocable waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable Law. To the extent that the Company, MergeCo or Merger Sub or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its representatives, each of the Company, MergeCo and Merger Sub hereby acknowledges and agrees that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Fund and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Fund (including any Trust Distributions) or any amounts contained therein. Notwithstanding the foregoing, nothing herein will limit or prohibit the Company, MergeCo or Merger Sub from pursuing a claim against SPAC or any other person (a) for legal relief against monies or other assets of SPAC held outside of the Trust Fund or for specific performance or other equitable relief in connection with the Transactions (but excluding (A) restitution, disgorgement or other equitable relief  to the extent affecting funds in the Trust Fund or (B) the Trust Distributions to the shareholders of SPAC or any assets purchased or acquired with such funds) or (b) for damages for breach of this Agreement against SPAC (or any successor entity) in the event this Agreement is terminated for any reason and SPAC consummates a business combination transaction with another party. In the event that the Company, MergeCo or Merger Sub commences any Action against or involving the Trust Fund in violation of the foregoing, SPAC shall be entitled to recover from the Company, MergeCo or Merger Sub, as applicable, the associated reasonable legal fees and costs in connection with any such Action, in the event SPAC prevails in such Action. This Section 6.02 shall survive termination of this Agreement for any reason and continue indefinitely.

ARTICLE VII

ADDITIONAL AGREEMENTS

SECTION 7.01 Registration Statement; SPAC Shareholders’ Meeting; Board Recommendation. The covenants set forth in Section 5.2(aa), Section 5.3(p)-(q), Section 5.4(a) and Section 5.12 of the SID are incorporated herein by reference.

SECTION 7.02 Access to Information; Confidentiality. The covenants set forth in Section 9 of the SID are incorporated herein by reference.

SECTION 7.03 Exclusivity. The covenants set forth in Section 10 of the SID are incorporated herein by reference.

SECTION 7.04 Directors’ and Officers’ Indemnification.

(a) The covenants set forth in Section 7 of the SID are incorporated herein by reference.

(b) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of SPAC and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of SPAC (the “D&O Indemnified Persons”) as provided in the SPAC’s organizational documents or under any agreement relating to the exculpation or indemnification of, or advancement of expenses to, any D&O Indemnified Person, as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law, and Surviving Company and MergeCo shall honor all such rights to exculpation, indemnification, and advancement to the fullest extent permitted by Law. For a period of six (6) years after the SPAC Merger Effective Time, the Surviving Company shall, and MergeCo shall cause the Surviving Company to, ensure that the organizational documents of Surviving Company and its Subsidiaries contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the organizational documents SPAC to the extent permitted by applicable Law with regard to matters involving actual or alleged pre-Closing acts, errors, or omissions by any D&O Indemnified Persons. The provisions of this Section 7.04 shall survive the consummation of the Transactions and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives.

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(c) For the benefit of each of SPAC’s directors and officers, SPAC shall be permitted prior to the SPAC Merger Effective Time to obtain and fully pay (which shall be deemed to constitute an “Outstanding SPAC Transaction Expense” for purposes of the $20 million cap set forth in Section 2.05(b)) the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the SPAC Merger Effective Time for events occurring prior to the SPAC Merger Effective Time (the “D&O Tail Insurance”).

SECTION 7.05 Notification of Certain Matters. The Company shall give prompt notice to SPAC, and SPAC shall give prompt notice to the Company, of any event which a Party becomes aware of between the date of this Agreement and the Closing (or the earlier termination of this Agreement in accordance with Article IX), the occurrence or non-occurrence of which causes or would reasonably be expected to cause any of the conditions set forth in Article VIII to fail.

SECTION 7.06 Further Action; Reasonable Best Efforts. The covenants set forth in Sections 5.1 through 5.5 of the SID are incorporated herein by reference. In addition, SPAC and the Company shall use their reasonable best efforts to extend the SPAC’s deadline for completing a business combination to a date not earlier than the date of Closing, as necessary, including through the payment of associated costs and expenses, subject to the limitations set forth in Section 9.03.

SECTION 7.07 Conversion of MergeCo to Public Limited Company. Prior to Closing, MergeCo will convert from a private limited company to a public limited company.

SECTION 7.08 Public Announcements. The covenants set forth in Section 8.2 of the SID are incorporated herein by reference.

SECTION 7.09 Stock Exchange Listing. From the date of this Agreement through the SPAC Merger Effective Time, the Parties shall use reasonable best efforts to ensure that SPAC remains listed as a public company on, and for SPAC Class A Ordinary Shares to be tradable over, the New York Stock Exchange or the Nasdaq Capital Market. From the date of this Agreement through the Closing, the Parties shall use reasonable best efforts to have MergeCo Ordinary Shares and MergeCo Public Warrants listed on either the New York Stock Exchange or the Nasdaq Capital Market as of the Closing. SPAC and MergeCo shall take all necessary and required action so that MergeCo is only deemed a Relevant Company and listed on either the New York Stock Exchange or the Nasdaq Capital Market immediately following both (a) the issuance of the MergeCo Ordinary Shares and MergeCo Public Warrants pursuant to the Merger; and (b) the issuance of the Scheme Consideration (as defined in the SID) pursuant to the SID).

SECTION 7.10 Trust Fund. At least seventy-two (72) hours prior to the Closing, SPAC shall provide notice to the Trustee in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee prior to the Closing to, and the Trustee shall thereupon be obligated to, transfer all funds held in the Trust Fund to SPAC and thereafter shall cause the Trust Fund and the Trust Agreement to terminate; provided, however that the liabilities and obligations of SPAC due and owing or incurred at or prior to the Closing shall be paid as and when due, including all amounts payable (a) to shareholders of SPAC who shall have exercised their Redemption Rights, (b) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under Law, (c) to the Trustee for fees and costs incurred in accordance with the Trust Agreement, and (d) to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its efforts to effect the Transactions.

SECTION 7.11 Incentive Equity Plan and Purchase Plan. The covenants set forth in Section 5.2(p) of the SID are incorporated herein by reference.

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SECTION 7.12 No Transfer of MergeCo Shares. Prior to the Closing, except as otherwise contemplated by this Agreement or the SID, other than with the prior written consent of SPAC, MergeCo and the MergeCo Board shall refuse to register the transfer or purported transfer of any share in the capital of MergeCo.

SECTION 7.13 MergeCo and Merger Sub Obligations. For each instance in which MergeCo or Merger Sub has an obligation or covenant under this Agreement, the Company shall cause MergeCo or Merger Sub, as applicable, to perform such obligation or covenant and shall be responsible for any failure or breach thereof by MergeCo or Merger Sub.

ARTICLE VIII

CONDITIONS TO THE TRANSACTIONS

SECTION 8.01 Conditions to the Obligations of Each Party. The obligations of the Company, SPAC, MergeCo and Merger Sub to consummate the Transactions are subject to the satisfaction or waiver (where permissible) prior to the time they are required to be satisfied or waived (where permissible) under the SID of the following conditions:

(a) Scheme. Each of the conditions precedent to the Scheme (as defined in the SID) as set out in Section 3.1 of the SID shall have been satisfied or waived in accordance with the terms of the SID and the Scheme Acquisition shall be effective subject only to the filing by the Company of an office copy of the order of the Court (as defined in the SID) with the Australian Securities and Investments Commission approving the Scheme Acquisition in accordance with section 411(10) of the Corporations Act.

SECTION 8.02 Frustration of Closing Conditions. None of the Company, SPAC, MergeCo or Merger Sub may rely, either as a basis for not consummating the Transactions or terminating this Agreement and abandoning the Merger on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by such party’s breach of this Agreement.

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

SECTION 9.01 Termination. This Agreement may be validly terminated, and the Transactions may be abandoned at any time prior to the SPAC Merger Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the shareholders of SPAC, as follows:

(a) by mutual written consent of SPAC and the Company; or

(b) if the SID has been terminated in accordance with its terms.

SECTION 9.02 Effect of Termination. Subject to Section 12 of the SID and Section 9.03 below, in the event of the valid termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any Party. The provisions of Sections 6.02, 7.02 (with respect to confidentiality), 7.07 and 9.03, Article X and this Section 9.02, and any other Section or Article of this Agreement referenced in such provisions, to the extent required to survive in order to give appropriate effect to such provisions, shall in each case survive any termination of this Agreement.

SECTION 9.03 Expenses. Except as set forth in this Section 9.03 or as otherwise set forth in this Agreement and subject to Section 11 of the SID (which shall prevail over the terms of this Section 9.03 in the event of any conflict), all expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, provided, (a) whether the Closing occurs or not: (i) SPAC and the Company shall each equally (on a 50/50 basis) be responsible for SEC and other U.S. regulatory filing or approval fees incurred in connection with the Transactions, including filing fees related to the MergeCo Registration Statement / Proxy Statement and (ii) the Company shall be responsible for all cost and expenses (including any payments to the Trust Fund that are necessary or advisable in order to incentivize non-redemptions from shareholders of the SPAC in order for the SPAC to remain listed) related to the extension of SPAC’s business combination deadline (with such costs and expenses being paid by the Company on a monthly basis or other longer reasonably necessary period as mutually determined by the Parties, at least ten days prior to the beginning of each such month or other period in which such costs and expenses are to be incurred), up to $1,500,000, and SPAC shall be solely responsible for any such costs and expenses greater than such amount and (b) if the Closing occurs, then all unpaid Company Transaction Expenses and all unpaid Outstanding SPAC Transaction Expenses shall be paid in accordance with Section 2.05.

16

SECTION 9.04 Amendment. This Agreement may be amended in writing by the Parties at any time prior to the Closing (notwithstanding any shareholder approval); provided, however, that after approval of the Merger by the SPAC shareholders or Merger Sub’s shareholder, no amendment shall be made which, pursuant to applicable Law, requires further approval by such shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

SECTION 9.05 Waiver. At any time prior to the Closing, (a) SPAC may (i) extend the time for the performance of any obligation or other act of the Company, MergeCo or Merger Sub, (ii) waive any inaccuracy in the representations and warranties of the Company, MergeCo or Merger Sub contained herein or in any document delivered by the Company, MergeCo or Merger Sub pursuant hereto and (iii) waive compliance with any agreement of the Company, MergeCo or Merger Sub or any condition to its own obligations contained herein and (b) the Company may (i) extend the time for the performance of any obligation or other act of SPAC, (ii) waive any inaccuracy in the representations and warranties of SPAC, contained herein or in any document delivered by SPAC pursuant hereto and (iii) waive compliance with any agreement of SPAC or any condition to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that each Party may otherwise have at law or in equity.

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email (receipt confirmed by a non-automated response) or by registered or certified mail or overnight carrier (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.01):

If to SPAC:		with copies (which shall not constitute notice) to:
	Twin Ridge Capital Acquisition Corp.		Peter Seligson
	999 Vanderbilt Beach Road, Suite 200		Kirkland & Ellis
	Naples, FL 34108		601 Lexington Avenue
	Attention: William P Russell, Jr; Sanjay		New York, NY 10022
	Morey		Email: peter.segilson@kirkland.com;
	Email: wrussell@twinridgecapital.com;
	smorey@twinridgecapital.com		and
			Adam Larson; Rami Totari
			Kirkland & Ellis
			609 Main St
			Houston, TX 77002

17

			Email: adam.larson@kirkland.com;
			rami.totari@kirkland.com
If to the Company, MergeCo or Merger Sub:		with copies (which shall not constitute notice) to:
	Carbon Revolution Limited		Jocelyn M. Arel
	75 Pigdons Road, Warn Ponds		100 Northern Avenue
	VIC 3126 Australia		Boston, MA 02210
	Attention: David Nock		Email: jarel@goodwinlaw.com
	Email: david.nock@carbonrev.com
			and
			Jeffrey Letalien
			620 Eighth Avenue
			New York, NY 10018
			Email: jletalien@goodwinlaw.com

SECTION 10.02 Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

SECTION 10.03 Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, in whole or in part, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

SECTION 10.04 Entire Agreement; Assignment. This Agreement and the Ancillary Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof, except for the Confidentiality Agreement (as defined in the SID). No Party shall assign, grant or otherwise transfer the benefit of the whole or any part of this Agreement or any of the rights hereunder (whether pursuant to a merger, by operation of Law or otherwise) by any Party without the prior express written consent of the other Parties.

SECTION 10.05 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Section 7.04 (which is intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons).

SECTION 10.06 Governing Law. This Agreement and all claims and causes of action arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State with the exception of (and to the extent mandatorily required) any provisions relating to the shares issuances and governance and administration of MergeCo, which shall be governed as to their validity, interpretation and performance by the laws of Ireland and provisions relating to the Scheme Acquisition and governance and administration of the Company that are required to be governed by the laws of Australia. Each of the Parties hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery or, if (and only if) the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in the State of Delaware, and any appellate courts therefrom (collectively, the “Chosen Courts”). Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (i) any claim that it is not personally subject to the jurisdiction of the Chosen Court as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. In the event any provision of any Ancillary Agreement in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall control.

18

SECTION 10.07 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.07.

SECTION 10.08 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 10.09 Counterparts. This Agreement and each other document executed in connection with the transactions contemplated hereby may be executed and delivered (including executed manually or electronically via DocuSign or other similar services and delivered by portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery by email to counsel for the other Party of a counterpart executed by a Party shall be deemed to meet the aforementioned requirements.

SECTION 10.10 Specific Performance.

(a) The Parties agree that irreparable damage would occur if any provision of this Agreement, were not performed in accordance with the terms hereof, and, accordingly, that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the Parties’ obligation to consummate the Transactions) without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at Law or in equity as expressly permitted in this Agreement. Each of the Parties hereby further waives (i) any defense in any action for specific performance that a remedy at Law would be adequate, or an award of specific performance is not an appropriate remedy and (ii) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

(b) Notwithstanding anything to the contrary in this Agreement, if prior to the End Date any Party initiates an Action to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, then the End Date shall be automatically extended by: (i) the amount of time during which such Action is pending plus thirty (30) Business Days; or (ii) such other time period established by the court presiding over such Action.

19

SECTION 10.11 No Recourse. All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the Ancillary Agreements, or the negotiation, execution, or performance or non-performance of this Agreement or the Ancillary Agreements (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or the Ancillary Agreements ), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties to this Agreement or the applicable Ancillary Agreement (the “Contracting Parties”) except as set forth in this Section 10.11. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, shareholder, Affiliate, agent, financing source, attorney, consultant, representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, shareholder, Affiliate, agent, financing source, attorney, consultant, representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Ancillary Agreements or for any claim based on, in respect of, or by reason of this Agreement or the Ancillary Agreements or their negotiation, execution, performance, or breach, except with respect to willful misconduct or fraud against the Person who committed such willful misconduct or fraud, and, to the maximum extent permitted by applicable Law; and each Party waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 10.11. Notwithstanding anything to the contrary herein, none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Ancillary Agreements or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing, except with respect to willful misconduct or fraud against the Person who committed such willful misconduct or fraud, and, to the maximum extent permitted by applicable Law.

[Signature Page Follows.]

20

IN WITNESS WHEREOF, SPAC, MergeCo, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

TWIN RIDGE CAPITAL ACQUISITION CORP.
By:	/s/ William P. Russell, Jr.
Name:	William P. Russell, Jr.
Title:	Co-Chief Executive Officer
CARBON REVOLUTION LIMITED
By:	/s/ James Douglas
Name:	James Douglas
Title:	Director
POPPETELL LIMITED
By:	/s/Ronan Donohoe
Name:	Ronan Donohoe
Title:	Director
POPPETTELL MERGER SUB
By:	/s/Jacob William Dingle
Name:	Jacob William Dingle
Title:	Authorized Signatory

Exhibit A

Form of SID

[Intentionally Omitted]

Exhibit B

[Intentionally Omitted]

EX-2.2

Exhibit 2.2

Deed

Carbon Revolution - Scheme implementation deed

Carbon Revolution Limited

80 Collins Street Melbourne Vic 3000 Australia GPO Box 128 Melbourne Vic 3001 Australia T +61 3 9288 1234  F +61 3 9288 1567 herbertsmithfreehills.com  DX 240 Melbourne

Contents

	Table of contents
1	Definitions and interpretation		6
	1.1	Definitions	6
	1.2	Interpretation	6
	1.3	Deed components	6
2	Agreement to proceed with the Transaction		6
	2.1	Carbon Revolution to propose Scheme	6
	2.2	SPAC Merger	6
3	Conditions Precedent and pre-implementation steps		6
	3.1	Conditions Precedent	6
	3.2	Satisfaction of Conditions Precedent	9
	3.3	Waiver of Conditions Precedent	10
	3.4	Termination on failure of Condition Precedent	11
	3.5	Certain notices relating to Conditions Precedent	13
4	Transaction steps		13
	4.4	Scheme	13
	4.2	No amendment to the Scheme without consent	13
	4.3	Scheme Consideration and Merger consideration	13
	4.4	Provision of Carbon Revolution Share information	13
	4.5	Equity Incentives	14
	4.6	Tax treatment	14
5	Implementation		14
	5.1	Timetable	14
	5.2	Carbon Revolution’s obligations	15
	5.3	SPAC’s obligations	21
	5.4	MergeCo’s obligations	23
	5.5	Other Transaction Documents and associated arrangements	25
	5.6	Conduct of business – Carbon Revolution	25
	5.7	Conduct of business – SPAC	27
	5.8	Conduct of business – MergeCo	29
	5.9	Material Contract consents	30
	5.10	Appointment of directors	31
	5.11	Carbon Revolution Board Recommendation	31
	5.12	SPAC Board Recommendation	33
	5.13	Responsibility Statements	33
	5.14	Conduct of Court proceedings	34
6	Representations and warranties		34
	6.1	SPAC’s representations and warranties	34
	6.2	Carbon Revolution’s representations and warranties	34
	6.3	MergeCo’s representations and warranties	34
	6.4	Qualifications on representations and warranties	34
	6.5	Survival of representations and warranties	35
	6.6	Timing of representations and warranties	35
	6.7	No representation or reliance	35

page 1

7	Releases		35
	7.1	Carbon Revolution and Carbon Revolution Board Members and officers	35
	7.2	SPAC and SPAC directors and officers	36
	7.3	MergeCo and MergeCo directors and officers	37
8	Public announcement		37
	8.1	Announcement of the Transaction	37
	8.2	Public announcements	38
	8.3	Required disclosure	38
9	Confidentiality		38
	10	Exclusivity	39
	10.1	No shop and no talk	39
	10.2	Fiduciary exception	40
	10.3	Notification of approaches	40
	10.4	Matching right
	10.5	No current discussions regarding a Competing Proposal or SPAC Competing Transaction	41
	10.6	Compliance with law	43
	10.7	Provision of information	43
	10.8	Usual provision of information	44
11	Reimbursement Fee		45
	11.1	Background to Reimbursement Fee	45
	11.2	SPAC Reimbursement Fee triggers	45
	11.3	Carbon Revolution Reimbursement Fee triggers	47
	11.4	Payment of Reimbursement Fee	48
	11.5	Basis of Reimbursement Fee	48
	11.6	Compliance with law	48
	11.7	Reimbursement Fees payable only once	49
	11.8	Other Claims	49
	11.9	Exclusive remedy	49
	11.10	No Reimbursement Fee if Scheme Effective	50
	11.11	Claims under the Deed Poll	50
12	Termination		50
	12.1	Termination for material breach	50
	12.2	Other termination events	52
	12.3	Effect of termination	52
	12.4	Termination	52
	12.5	No other termination	53
13	Duty, costs and expenses		53
	13.1	Stamp duty	53
	13.2	Costs and expenses	53
14	GST		53
15	Notices		54
	15.1	Form of Notice	54
	15.2	How Notice must be given and when Notice is received	55
	15.3	Notice must not be given by electronic communication	56

page 2

16	General		56
	16.1	Governing law and jurisdiction	56
	16.2	Service of process	56
	16.3	No merger	57
	16.4	Invalidity and enforceability	57
	16.5	Waiver	57
	16.6	Variation	57
	16.7	Assignment of rights	57
	16.8	No third party beneficiary	58
	16.9	Further action to be taken at each party’s own expense	58
	16.10	Entire agreement	58
	16.11	Counterparts	58
	16.12	Relationship of the parties	58
	16.13	Remedies cumulative	58
	16.14	Exercise of rights	58

Schedules	60
Schedule 1
Definitions and interpretation
Schedule 2	88
SPAC Representations and Warranties
Schedule 3
Carbon Revolution Representations and Warranties	95
Schedule 4	107
MergeCo Representations and Warranties
Schedule 5
Part 1 - Carbon Revolution capital structure	109
Part 2 – MergeCo and Merger Sub capital structure	109
Signing page	1
Attachment 1
Conditions Precedent certificate

page 3

Contents

Attachment 2

Scheme of arrangement

Attachment 3

Deed poll

Herbert Smith Freehills owns the copyright in this document and using it without permission is strictly prohibited.

page 4

Carbon Revolution - Scheme implementation deed
Date ►
Between the parties
Carbon Revolution	Carbon Revolution Limited ACN 128 274 653 of 75 Pigdons Road, Waurn Ponds VIC 3126 Australia (Carbon Revolution)
SPAC	Twin Ridge Capital Acquisition Corp, a Cayman Islands Corporation of 999 Vanderbilt Beach Road, Suite 200 Naples, Florida (SPAC)
MergeCo	Poppetell Limited, a private limited company incorporated in Ireland with registered number 607450 and registered address at 10 Earlsfort Terrace, Dublin 2, Ireland (MergeCo)
Recitals	1    The parties have agreed that MergeCo will acquire all of the ordinary shares in Carbon Revolution by means of a scheme of arrangement under Part 5.1 of the Corporations Act between Carbon Revolution and the Scheme Shareholders, and SPAC will merge with a subsidiary of MergeCo. 2    The parties have agreed to implement the scheme of arrangement on the terms and conditions of this deed.
This deed witnesses as follows:

page 5

1 Definitions and interpretation

1.1 Definitions

The meanings of the terms used in this deed are set out in Schedule 1.

1.2 Interpretation

Schedule 1 contains interpretation rules for this deed.

1.3 Deed components

This deed includes any schedule.

2 Agreement to proceed with the Transaction

2.1 Carbon Revolution to propose Scheme

(a) Carbon Revolution agrees to propose the Scheme on and subject to the terms and conditions of this deed.

(b) MergeCo and SPAC agree to assist Carbon Revolution to propose the Scheme on and subject to the terms and conditions of this deed.

(c) Carbon Revolution, MergeCo and SPAC agree to implement the Scheme on and subject to the terms and conditions of this deed.

2.2 SPAC Merger

(a) The SPAC agrees to propose the SPAC Proposals and SPAC Extension Proposals on and subject to the terms and conditions of this deed and the BCA.

(b) Immediately prior to implementation of the Scheme, SPAC will merge with Merger Sub (with Merger Sub being the surviving entity) and MergeCo will issue shares of MergeCo to the SPAC Shareholders, pursuant to the terms and conditions of the BCA.

3 Conditions Precedent and pre-implementation steps

3.1 Conditions Precedent

Subject to this clause 3, the Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Scheme are not binding, until each of the following Conditions Precedent are satisfied or waived to the extent and in the manner set out in this clause 3.

(a) FIRB: before 5.00pm on the Business Day before the Second Court Date one of the following has occurred:

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3     Conditions Precedent and pre-implementation steps

(1) MergeCo has received written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), by or on behalf of the Treasurer of the Commonwealth of Australia (Treasurer), advising that the Commonwealth Government has no objections to the Transaction, either unconditionally or on terms that are acceptable to MergeCo and the SPAC acting reasonably;

(2) the Treasurer becomes precluded by the passage of time from making an order or decision under Part 3 of the FATA in relation to the Transaction and the Transaction is not prohibited by section 82 of the FATA; or

(3) where an interim order is made under section 68 of the FATA in respect of the Transaction, the subsequent period for making an order or decision under Part 3 of the FATA elapses without the Treasurer making such an order or decision.

(b) Restraints: between (and including) the date of this deed and 8.00am on the Second Court Date:

(1) there is not in effect any temporary, preliminary or final order, injunction, decision or decree or other material legal restraint or prohibition issued by any court of competent jurisdiction or other Australian, United States or Irish Government Agency; and

(2) no action or investigation is commenced or threatened by any Australian, United States or Irish Government Agency,

which:

(3) restrains or prohibits (or could reasonably be expected to restrain or prohibit) the Scheme, completion of the Transaction or the rights of MergeCo in respect of Carbon Revolution or the Carbon Revolution Shares to be acquired under the Scheme or the rights of Merger Sub in respect of the Merger with the SPAC; or

(4) requires the divestiture by MergeCo of any assets of the Carbon Revolution Group or of any Merger Sub Shares,

unless such order, injunction decision, decree, action or investigation is otherwise no longer effective or enforceable, by 8.00am on the Second Court Date.

(c) Shareholder approval: Carbon Revolution Shareholders approve the Scheme and the Capital Reduction at the Scheme Meeting by the requisite majorities under subparagraph 411(4)(a)(ii) of the Corporations Act either unconditionally and without modification or with modifications of conditions consented to by the SPAC in accordance with clause 4.2.

(d) Court approval: the Court approves the Scheme in accordance with paragraph 411(4)(b) of the Corporations Act (either unconditionally and without modification or with modifications of conditions consented to by the SPAC in accordance with clause 4.2).

(e) Independent Expert: the Independent Expert:

(1) issues an Independent Expert’s Report which concludes that the Scheme and the Capital Reduction are in the best interests of Carbon Revolution Shareholders before the time the Scheme Booklet is registered by ASIC; and

(2) does not change its conclusion or withdraw its Independent Expert’s Report before 8.00am on the Second Court Date.

page 7

3     Conditions Precedent and pre-implementation steps

(f) No Carbon Revolution Prescribed Occurrence: no Carbon Revolution Prescribed Occurrence occurs between (and including) the date of this deed and 8.00am on the Second Court Date.

(g) No SPAC Prescribed Occurrence: no SPAC Prescribed Occurrence occurs between (and including) the date of this deed and 8.00am on the Second Court Date.

(h) No MergeCo Prescribed Occurrence: no MergeCo Prescribed Occurrence occurs between (and including) the date of this deed and 8.00am on the Second Court Date.

(i) SPAC Shareholder Approval: approval of the SPAC Proposals and SPAC Extension Proposals by SPAC Shareholders by the requisite affirmative vote in accordance with the NYSE Listing Rules, the SPAC’s Amended and Restated Memorandum and Articles of Association, Cayman Islands general law and any applicable SPAC Proxy Statement.

(j) Business Combination Deadline: by 8 March 2023,the SPAC’s business combination deadline, as set forth in its Amended and Restated Memorandum and Articles of Association, effective 3 March 2021, has been extended as necessary to a date not earlier than 31 May 2023, or such other, earlier or later, date as the parties reasonably agree and, following exercise by SPAC Shareholders of their Redemption Rights in accordance with the SPAC Memorandum and Articles of Association in connection with the approval of the SPAC Extension Proposal, the SPAC continues to satisfly the continued listing standards of the NYSE, NYSE American or NASDAQ and will continue to satisfy such continued listing standards until the Implementation Date, including the Continued Listing Criteria applicable to “Acquisition Companies” set forth in Section 802.01 of the NYSE Listed Company Manual.

(k) Registration Statement: the MergeCo Registration Statement has been declared effective under the Securities Act and has not been the subject of any stop order that has not been withdrawn or revoked and no proceedings for the purposes of obtaining a stop order will have been initiated or threatened by the SEC and not withdrawn by 8.00am on the Second Court Date.

(l) BCA: at 8:00am on the Second Court Date, the BCA has not been terminated or rescinded and has otherwise not ceased to have effect in accordance with its terms.

(m) Transaction Documents: prior to 8.00am on the Second Court Date,the Registration Rights Agreement has been duly executed and delivered by the SPAC to MergeCo and Carbon Revolution and has not been terminated, rescinded or materially altered, amended or varied.

(n) MergeCo Net Tangible Assets at 8.00am on the Second Court Date MergeCo and its Subsidiaries (in aggregate) shall be reasonably expected to have, immediately following the Implementation Date and following exercise by SPAC Shareholders of their Redemption Rights in accordance with the SPAC Memorandum and Articles of Association, at least USD$5,000,001 of net tangible assets (as reasonably determined by the SPAC Board in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

(o) ATO Ruling: before 5.00pm on the Business Day before the Second Court Date, Carbon Revolution has received a draft copy of the ATO Ruling from the Australian Tax Office in a form acceptable to Carbon Revolution (acting reasonably).

page 8

3     Conditions Precedent and pre-implementation steps

(p) Nasdaq or NYSE Quotation: before 8.00am on the Second Court Date, the MergeCo Shares to be issued pursuant to this Scheme have been approved for listing on either Nasdaq or NYSE, subject only to official notice of issuance;

(q) CEF Agreement: as at 8.00am on the Second Court Date, the CEF Agreement remain in full force and effect.

(r) Composition Agreement/SEAS: before 8.00am on the Second Court Date, MergeCo has entered into a composition agreement with the Revenue Commissioners of Ireland and a Special Eligibility Agreement for Securities with the Depository Trust Company in respect of the MergeCo Shares and MergeCo Warrants, both of which are in full force and effect and are enforceable in accordance with their terms.

(s) Carbon Revolution Representations and Warranties: the Carbon Revolution Representations and Warranties are true and correct and not misleading in all material respects as at the date of this deed and as at 8.00am on the Second Court Date except to the extent any such representation or warranty expressly relates to an earlier date.

(t) MergeCo Representations and Warranties: the MergeCo Representations and Warranties are true and correct and not misleading in all material respects as at the date of this deed and as at 8.00am on the Second Court Date except to the extent any such representation or warranty expressly relates to an earlier date.

(u) SPAC Representations and Warranties: the SPAC Representations and Warranties are true and correct and not misleading in all material respects as at the date of this deed and as at 8.00am on the Second Court Date except to the extent any such representation or warranty expressly relates to an earlier date.

3.2 Satisfaction of Conditions Precedent

(a) Carbon Revolution must, to the extent it is within its power to do so, use reasonable endeavours to procure that each of the Conditions Precedent in clauses 3.1(c) (Shareholder approval), 3.1(d) (Court approval), 3.1(e) (Independent Expert), 3.1(f) (No Carbon Revolution Prescribed Occurrence), 3.1(o) (ATO Ruling)and 3.1(s) (Carbon Revolution Representations and Warranties) is satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied.

(b) SPAC must, to the extent it is within its power to do so, use reasonable endeavours to procure that each of the Conditions Precedent in clauses 3.1(g) (No SPAC Prescribed Occurrence), 3.1(i) (SPAC Shareholder Approval), 3.1(j) (Business Combination Deadline), 3.1(m) (Transaction Documents), 3.1(q) (CEF Agreement) and 3.1(u) (SPAC Representations and Warranties) is satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied.

(c) MergeCo must, to the extent it is within its power to do so, use reasonable endeavours to procure that each of the Conditions Precedent in clauses 3.1(h) (No MergeCo Prescribed Occurrence), 3.1(r) (Composition Agreement/SEAS) and 3.1(t) (MergeCo Representations and Warranties) is satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied.

(d) Each party must, to the extent it is within its respective power to do so, use reasonable endeavours to procure that:

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(1) the Condition Precedent in clauses 3.1(a) (FIRB), 3.1(b) (Restraints), 3.1(k) (Registration Statement), 3.1(l) (BCA), 3.1(n) (MergeCo Net Tangible Assets) and 3.1(o) (Nasdaq or NYSE Quotation) are satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied; and

(2) there is no occurrence within its control or the control of any of its Subsidiaries that would prevent any of the Conditions Precedent being or remaining satisfied.

(e) For the avoidance of doubt, a party will not be in breach of its obligations under clause 3.2(a), 3.2(b), 3.2(c) or 3.2(d) to the extent that it takes an action or omits to take an action:

(1) as expressly required, permitted or permitted not to be done, by this deed (including taking an action or omitting to take an action in response to a Competing Proposal or SPAC Competing Transaction (as applicable) as permitted or contemplated by clause 10; or

(2) which has been consented to in writing by the other parties.

(f) Without limiting this clause 3.2 and except to the extent prohibited by a Government Agency, each party must:

(1) promptly apply for all relevant Regulatory Approvals (as applicable) and provide to the other party a copy of all those applications;

(2) take all steps it is responsible for as part of the Regulatory Approval process, including responding to requests for information from the relevant Government Agencies at the earliest practicable time;

(3) keep the other party informed of progress in relation to each Regulatory Approval (including in relation to any material matters raised by, or conditions or other arrangements proposed by, or to, any Government Agency in relation to a Regulatory Approval) and provide the other party with all information reasonably requested in connection with the applications for, or progress of, the Regulatory Approvals;

(4) consult with the other party in advance in relation to the progress of obtaining, and all material communications with Government Agencies regarding any of, the Regulatory Approvals; and

(5) provide the other party with all assistance and information that it reasonably requests in connection with an application for a Regulatory Approval to be lodged by that other party.

(g) SPAC and MergeCo acknowledge and agree that the Standard Tax Conditions issued by FIRB from time to time are reasonable and acceptable to it if they are included in any “no objections” notification contemplated by clause 3.1(a)(1) that is received in connection with the Transaction.

3.3 Waiver of Conditions Precedent

(a) The Conditions Precedent in clauses 3.1(a) (FIRB), 3.1(c) (Shareholder approval), 3.1(d) (Court approval), 3.1(i) (SPAC Shareholder Approval), 3.1(j) (Business Combination deadline), 3.1(k) (Registration Statement), 3.1(l) (BCA),  3.1(n) (MergeCo Net Tangible Assets), 3.1(p) (Nasdaq or NYSE Quotation), 3.1(r) (Composition Agreement/SEAS) and cannot be waived.

(b) The Conditions Precedent in clause 3.1(f) (No Carbon Revolution Prescribed Occurrence), 3.1(h) (No MergeCo Prescribed Occurrence) and 3.1(s) (Carbon Revolution Representations and Warranties), 3.1(t) (MergeCo Representations and Warranties) are for the sole benefit of the SPAC and may only be waived by the SPAC (in its absolute discretion) in writing.

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(c) The Conditions Precedent in clauses 3.1(e) (Independent Expert), 3.1(g) (No SPAC Prescribed Occurrence), 3.1(m) (Transaction Documents), 3.1(o) (ATO Ruling), 3.1(q) (CEF Agreement) and 3.1(u) (SPAC Representations and Warranties) are for the sole benefit of Carbon Revolution and may only be waived by Carbon Revolution (in its absolute discretion) in writing.

(d) The Condition Precedent in clause 3.1(b) (Restraints) is for the benefit of both the SPAC and Carbon Revolution and may only be waived by written agreement between the SPAC and Carbon Revolution (in each case in their respective absolute discretion).

(e) Waiver of a breach or non-satisfaction in respect of one Condition Precedent does not constitute:

(1) a waiver of breach or non-satisfaction of any other Condition Precedent resulting from the same event; or

(2) a waiver of breach or non-satisfaction of that Condition Precedent resulting from any other event.

3.4 Termination on failure of Condition Precedent

(a) If there is an event or occurrence that would, does, or will prevent any of the Conditions Precedent being satisfied (including, for the avoidance of doubt, if Carbon Revolution Shareholders do not agree to the Scheme at the Scheme Meeting by the requisite majorities), or if any of the Conditions Precedent will not otherwise be satisfied, by the earlier of:

(1) the time and date specified in this deed for the satisfaction of that Condition Precedent; and

(2) the End Date,

or such Condition Precedent is otherwise not satisfied by that specified time and date or by the End Date (as applicable), or it becomes more likely than not that the Scheme will not become Effective on or before the End Date, then any party may give the other parties written notice (Consultation Notice) within 5 Business Days after a relevant notice being given under clause 3.5(b) and the parties then must consult in good faith to:

(3) consider and, if agreed, determine, whether the Transaction may proceed by way of alternative means or methods or whether, in the case of a breach of the Condition Precedent in clause 3.1(f) (No Carbon Revolution Prescribed Occurrence), 3.1(g) (No SPAC Prescribed Occurrence) or 3.1(h) (No MergeCo Prescribed Occurrence), the breach or the effects of the breach is or are able to be remedied;

(4) consider changing and, if agreed, change, the date of the application made to the Court for an order under paragraph 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by the SPAC and Carbon Revolution (being a date no later than 5 Business Days before the End Date); or

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(5) consider extending and, if agreed, extend, the time and date specified in this deed for the satisfaction of that Condition Precedent or End Date (as applicable),

respectively.

(b) Subject to clauses 3.4(c), 3.4(d) and 3.4(e), if the parties are unable to reach agreement under clause 3.4(a) within 5 Business Days after the date on which the Consultation Notice is given, then, unless:

(1) the relevant Condition Precedent has been waived in accordance with clause 3.3; or

(2) the party or parties (as applicable), entitled to waive the relevant Condition Precedent in accordance with clause 3.3 confirms in writing to the other parties that it will not rely on the event or occurrence that would or does prevent the relevant Condition Precedent from being satisfied, or would mean the relevant Condition Precedent would or will not otherwise be satisfied,

any Party may terminate this deed without any liability to the other parties because of that termination. For the avoidance of doubt, nothing in this clause 3.4(b) affects the obligation of Carbon Revolution or the SPAC to pay the Reimbursement Fee if it is required to do so under clause 11.

(c) A party may not terminate this deed pursuant to clause 3.4(b) if:

(1) the relevant occurrence or event, the failure of the Condition Precedent to be satisfied, or the failure of the Scheme to become Effective, arises out of a breach of clauses 3.2 or 3.5 by that party; or

(2) the relevant Condition Precedent is stated in clause 3.3 to be for the sole benefit of the other party.

(d) If the Condition Precedent in clause 3.1(c) (Shareholder approval) is not satisfied only because of a failure to obtain the majority required by sub-subparagraph 411(4)(a)(ii)(A) of the Corporations Act, then any party may by written notice to the other parties within 3 Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to the Court’s discretion in that sub-subparagraph, provided the party has, in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable.  If such a notice is given, Carbon Revolution must make such submissions to the Court and file such evidence as counsel engaged by Carbon Revolution to represent it in Court proceedings related to the Scheme, in consultation with the SPAC, considers is reasonably required to seek to persuade the Court to exercise its discretion under sub-subparagraph 411(4)(a)(ii)(A) of the Act. If approval is given, the Condition Precedent in clause 3.1(c) (Shareholder approval) is deemed to be satisfied for all purposes.

(e) If the Court refuses to make an order approving the Scheme which satisfies the Condition Precedent in clause 3.1(d) (Court approval), at the SPAC’s request Carbon Revolution must appeal the Court’s decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent Senior Counsel indicates that, in their view, an appeal would have negligible prospects of success before the End Date). Carbon Revolution may bring an appeal even if not requested by the SPAC. If any such appeal is undertaken at the request of the SPAC, the SPAC will bear Carbon Revolution’s costs of the appeal (including costs of the independent Senior Counsel) unless the parties otherwise agree. If any such appeal is undertaken by Carbon Revolution without the prior request from the SPAC, Carbon Revolution will bear the SPAC and MergeCo’s costs of the appeal unless the parties otherwise agree.

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3.5 Certain notices relating to Conditions Precedent

If a party becomes aware of:

(a) the satisfaction of a Condition Precedent or of any material progress towards such satisfaction; or

(b) the happening of an event or occurrence that would, does, will, or would reasonably be likely to:

(1) prevent a Condition Precedent being satisfied; or

(2) mean that any Condition Precedent will not otherwise be satisfied,

before the time and date specified for its satisfaction (or being satisfied by the End Date, if no such time and date is specified) or such Condition Precedent is not otherwise satisfied by that time and date (including, for the avoidance of doubt, if Carbon Revolution Shareholders do not agree to the Scheme at the Scheme Meeting by the requisite majorities), it must advise the other party by notice in writing, as soon as possible (and in any event within 2 Business Days).

4 Transaction steps

4.1 Scheme

Carbon Revolution must propose the Scheme to Carbon Revolution Shareholders on and subject to the terms and conditions of this deed and the Scheme.

4.2 No amendment to the Scheme without consent

Carbon Revolution must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Scheme without the prior written consent of the SPAC.

4.3 Scheme Consideration and Merger consideration

(a) The parties acknowledge that each Scheme Shareholder will be entitled to receive the Scheme Consideration in consideration for the cancellation of each Scheme Share held by that Scheme Shareholder in accordance with the terms and conditions of this deed and the Scheme.

(b) The parties acknowledge that on Closing, each SPAC Shareholder will be entitled to receive securities in MergeCo in exchange for the SPAC securities they hold at the SPAC Merger Effective Time (as defined in the BCA), in accordance with the terms and conditions of the BCA.

4.4 Provision of Carbon Revolution Share information

(a) In order to facilitate the provision of the Scheme Consideration, Carbon Revolution must provide, or procure the provision of, to MergeCo or a nominee of MergeCo a complete copy of the Carbon Revolution Share Register as at the Scheme Record Date (which must include the name, Registered Address and registered holding of each Scheme Shareholder as at the Scheme Record Date), within one Business Day after the Scheme Record Date.

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(b) The details and information to be provided under clause 4.4(a) must be provided in such form as MergeCo or its nominee may reasonably require.

4.5 Equity Incentives

Despite any other provision of this deed:

(a) the parties agree that the Equity Incentives will be treated in the manner agreed between the parties in writing on the date of this deed; and

(b) Carbon Revolution must ensure that all Equity Incentives which are not Carbon Revolution Shares have either been cancelled or exchanged, lapsed or vested and converted into Carbon Revolution Shares such that there are no outstanding Equity Incentives which are not Carbon Revolution Shares on issue as at the Scheme Record Date.

For the avoidance of doubt, the exercise of any discretion by the Carbon Revolution Board, or any other action, which is in accordance with this clause 4.5, will not be a Carbon Revolution Prescribed Occurrence or a breach of any provision of this deed, or give rise to any right to terminate this deed, and will be disregarded when assessing the operation of any other part of this deed.

4.6 Tax treatment

(a) No party has taken (or failed to take) any action or caused any action to be taken (or to fail to be taken) and will not take (or fail to take) any action or will cause any action to be taken (or to fail to be taken) (in each case other than any action provided for or prohibited by this deed), or has any knowledge of any fact or circumstance, that would reasonably be expected to prevent the Merger and the Scheme, as applicable, from qualifying for the Intended Tax Treatment.

(b) Each party agrees to act in good faith consistent with the Intended Tax Treatment and will not take any position on any U.S. Tax Return or otherwise take any U.S. Tax reporting position inconsistent with the Intended Tax Treatment, unless otherwise required by a “determination” within the meaning of Section 1313 of the U.S. Internal Revenue Code of 1986, as amended, that the Intended Tax Treatment is not correct.

5 Implementation

5.1 Timetable

(a) Subject to clause 5.1(b), the parties must each use reasonable endeavours to:

(1) comply with their respective obligations under this clause 5; and

(2) take all necessary steps and exercise all rights necessary to implement the Transaction,

in accordance with the Timetable.

(b) Failure by a party to meet any timeframe or deadline set out in the Timetable will not constitute a breach of clause 5.1(a)to the extent that such failure is due to circumstances and matters outside the party’s control or due to Carbon Revolution taking or omitting to take any action in response to a Competing Proposal as permitted or contemplated by this deed.

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(c) Each party must keep the other informed about their progress against the Timetable and notify each other if it believes that any of the dates in the Timetable are not achievable.

(d) To the extent that any of the dates or timeframes set out in the Timetable become not achievable due to matters outside of a party’s control, the parties will consult in good faith to agree to any necessary extension to ensure such matters are completed within the shortest possible timeframe.

5.2 Carbon Revolution’s obligations

Subject to any change of recommendation by the Carbon Revolution Board that is permitted by clause 5.11(b), Carbon Revolution must take all necessary steps to implement the Transaction as soon as is reasonably practicable in accordance with the Timetable and, without limiting the foregoing, (i) do any acts it is authorised and able to do on behalf of Carbon Revolution Shareholders, and (ii) do each of the following:

(a) preparation of Scheme Booklet: subject to clauses 5.3(a) and 5.3(b),prepare and despatch the Scheme Booklet in accordance with all applicable laws (including the Corporations Act and the Corporations Regulations), RG 60, applicable Takeovers Panel guidance notes and the Listing Rules;

(b) directors’ recommendation: include in the Scheme Booklet and the public announcement contemplated by clause 8 a statement by the Carbon Revolution Board:

(1) unanimously recommending that Carbon Revolution Shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme and the Capital Reduction is in the best interest of Carbon Revolution Shareholders; and

(2) that each Carbon Revolution Board Member will (subject to the same qualifications as set out in clause 5.2(b)(1)) vote, or procure the voting of, any Director Carbon Revolution Shares directly or indirectly held or controlled by or on behalf of them at the time of the Scheme Meeting in favour of the Scheme and the Capital Reduction at the Scheme Meeting,

unless there has been a withdrawal, change, modification or qualification of recommendation permitted by clause 5.11(b);

(c) paragraph 411(17)(b) statement: apply to ASIC for the production of:

(1) an indication of intent letter stating that it does not intend to appear before the Court on the First Court Date; and

(2) a statement under paragraph 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;

(d) Court direction: apply to the Court for orders pursuant to subsection 411(1) of the Corporations Act directing Carbon Revolution to convene the Scheme Meeting and, without limiting clause 5.2(f), lodge all relevant documents with the Court and take all other reasonable steps necessary to ensure that such application is heard by the Court on the First Court Date;

(e) Scheme Meeting: convene the Scheme Meeting to seek Carbon Revolution Shareholders’ agreement to the Scheme and the Capital Reduction in accordance with the orders made by the Court pursuant to subsection 411(1) of the Corporations Act and must not adjourn or postpone the Scheme Meeting or request the Court to adjourn or postpone the Scheme Meeting in either case without consulting with the SPAC;

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(f) Court documents: prepare and consult with the SPAC in relation to the content of the documents required for the purpose of each of the Court hearings held for the purpose of subsection 411(1) and paragraph 411(4)(b) of the Corporations Act in relation to the Scheme (including originating process, affidavits, submissions and draft minutes of Court orders) and consider in good faith, for the purpose of amending drafts of those documents, comments from the SPAC and its Related Persons on those documents;

(g) Court approval: if the Scheme is approved by Carbon Revolution Shareholders under subparagraph 411(4)(a)(ii) of the Corporations Act and it can reasonably be expected that all of the Conditions Precedent (other than the Condition Precedent in clause 3.1(d) (Court Approval)) will be satisfied or waived in accordance with this deed before 8.00am on the Second Court Date, apply to the Court for orders approving the Scheme as agreed to by the Carbon Revolution Shareholders at the Scheme Meeting and, without limiting clause 5.2(f), lodge all relevant documents with the Court and take all other reasonable steps necessary to ensure that such application is heard by the Court;

(h) certificate: at the hearing on the Second Court Date provide to the Court:

(1) a certificate (signed for and on behalf of Carbon Revolution) in the form of a deed (substantially in the form of Attachment 1 – Conditions Precedent certificate) confirming whether or not the Conditions Precedent (other than the Condition Precedent in clause 3.1(d) (Court Approval)) have been satisfied or waived in accordance with this deed, a draft of which certificate must be provided by Carbon Revolution to the SPAC by 4.00pm on the date that is two Business Days prior to the Second Court Date;

(2) any certificate provided to it by SPAC pursuant to clause 5.3(i); and

(3) any certificate provided to it by MergeCo pursuant to clause 5.4(c);

(i) lodge copy of Court order: lodge with ASIC an office copy of the Court order in accordance with subsection 411(10) of the Corporations Act approving the Scheme by no later than the Business Day after the date on which the Court order was made (or such later date as agreed in writing by the SPAC);

(j) Scheme Consideration: if the Scheme becomes Effective, finalise and close the Carbon Revolution Share Register as at the Scheme Record Date, and determine entitlements to the Scheme Consideration, in accordance with the Scheme and the Deed Poll;

(k) Cancellation and registration: if the Scheme becomes Effective, on the Implementation Date:

(1) implement the Capital Reduction by making the necessary lodgements with ASIC and cancelling the Scheme Shares; and

(2) immediately following cancellation of the Scheme Shares as set out in clause 5.2(k)(1), and in consideration for the issuance of the Scheme Consideration, issue one Carbon Revolution Share to MergeCo and register MergeCo as the holder of a Carbon Revolution Share,

in accordance with the terms of the Scheme;

(l) consultation with the SPAC in relation to Scheme Booklet: consult with the SPAC as to the content and presentation of the Scheme Booklet including:

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(1) providing to the SPAC drafts of the Scheme Booklet and, provided the Independent Expert provides their prior written consent, the Independent Expert’s Report in a timely manner and within a reasonable time before the Regulator’s Draft is finalised for the purpose of enabling the SPAC to review and comment on those draft documents. In relation to the Independent Expert’s Report, the SPAC’s review is to be limited to a factual accuracy review;

(2) considering and taking all reasonable and timely comments made by the SPAC into account in good faith when producing a revised draft of the Scheme Booklet;

(3) providing to the SPAC a revised draft of the Scheme Booklet within a reasonable time before the Regulator’s Draft is finalised and to enable the SPAC to review the Regulator’s Draft before the date of its submission;

(4) obtaining written consent from the SPAC for the form and content in which the SPAC Information appears in the Scheme Booklet; and

(5) confirming in writing to the SPAC that the Carbon Revolution Information in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement;

(m) due diligence committee and verification: undertake appropriate due diligence committee and verification processes in relation to the Carbon Revolution Information;

(n) pursuing the Bridge Financing: use reasonable endeavours to pursue and implement the Bridge Financing on or before 31 March 2023;

(o) consultation with the SPAC in relation to Bridge Financing: in relation to the Bridge Financing:

(1) promptly provide the SPAC with reasonable updates in relation to any material discussions or developments and copies of all material communications arising from or related to, the provision of Bridge Financing;

(2) provide a copy of any Bridge Financing term sheet that Carbon Revolution proposes to send to a potential Bridge Financing provider (Bridge Financing Term Sheet) to the SPAC and provide a copy of any material amendments made to any such Bridge Financing Term Sheet by a potential Bridge Financing provider to SPAC for the purpose of enabling the SPAC to review and comment on the Bridge Financing Term Sheet and any material amendments to any such Bridge Financing Term Sheet; and

(3) consider and take into account all reasonable and timely comments made by the SPAC in good faith when producing a revised draft of the Bridge Financing Term Sheet and negotiations in relation to the Bridge Financing Term Sheet and any long-form documentation to reflect the full terms of any Bridge Financing.

(p) New Incentive Arrangements:seek the prior written consent (not to be unreasonably withheld) of the SPAC in relation to the form and quantum of any employee or director short term or long term incentive or similar arrangements to be put in place following completion of the Transaction to the extent such arrangements exceed 5% in the aggregate of the issued capital of MergeCo at completion of the Transaction;

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(q) lodgement of Regulator’s Draft: as soon as practicable, but by no later than 14 days before the First Court Date, provide the Regulator’s Draft to ASIC for its review for the purposes of subsection 411(2) of the Corporations Act, and provide a copy of the Regulator’s Draft to the SPAC as soon as practicable thereafter;

(r) information: provide all necessary information, and procure that the Carbon Revolution Registry provides all necessary information about the Scheme, the Scheme Shareholders and Carbon Revolution Shareholders to MergeCo, which MergeCo reasonably requires in order to:

(1) understand the legal and beneficial ownership of Carbon Revolution Shares, (including the results of directions by Carbon Revolution to Carbon Revolution Shareholders under Part 6C.2 of the Corporations Act);

(2) facilitate the provision by, MergeCo of the Scheme Consideration and to otherwise enable MergeCo to comply with the terms of this deed, the Scheme and the Deed Poll; and

(3) review the tally of proxy appointments and directions received by Carbon Revolution before the Scheme Meeting;

(s) ASIC and ASX review of Scheme Booklet: keep the SPAC informed of any matters raised by ASIC or ASX in relation to the Scheme Booklet or the Transaction, and use reasonable endeavours to take into consideration any comments made by the SPAC in relation to any such matters raised by ASIC or ASX;

(t) registration of Scheme Booklet: take all reasonable measures within its control to cause ASIC to register the Scheme Booklet under subsection 412(6) of the Corporations Act;

(u) representation: procure that it is represented by counsel at the Court hearings convened for the purposes of subsection 411(1) and paragraph 411(4)(b) of the Corporations Act;

(v) Independent Expert: promptly appoint the Independent Expert and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report for inclusion in the Scheme Booklet (including any updates to such report) and any other materials to be prepared by the Independent Expert for inclusion in the Scheme Booklet (including any updates thereto);

(w) Investigating Accountant: appoint the Investigating Accountant and provide assistance and information reasonably required by the Investigating Accountant to enable it to prepare the Investing Accountant’s Report.

(x) assistance: up to the Implementation Date and subject to legal professional privilege, obligations of confidentiality owed to third parties and undertakings to Government Agencies, provide the SPAC and its Related Persons with reasonable access during normal business hours to information and personnel of the Carbon Revolution Group that the SPAC reasonably requests for the purpose of collation and provision of the SPAC Information and implementation of the Transaction;

(y) compliance with laws: do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws and regulations;

(z) listing: subject to clause 5.2(dd), not do anything to cause Carbon Revolution Shares to cease being quoted on ASX or to become permanently suspended from quotation prior to implementation of the Transaction unless the SPAC has agreed in writing;

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(aa) update Scheme Booklet: until the date of the Scheme Meeting, promptly update or supplement the Scheme Booklet with, or where appropriate otherwise inform the market by way of announcement of, any information that arises after the Scheme Booklet has been despatched that is necessary to ensure that the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement, and seek the Court’s approval for the despatch of any updated or supplementary Scheme Booklet. Carbon Revolution must consult with the SPAC as to the content and presentation of the updated or supplementary Scheme Booklet, or the market announcement, in the manner contemplated by clause 5.2(l);

(bb) update MergeCo Registration Statement: until the date of the SPAC Shareholders Meeting, promptly inform SPAC of any information in relation to Carbon Revolution that Carbon Revolution is aware of that arises after the MergeCo Registration Statement has been declared effective that is necessary to ensure that the MergeCo Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. Carbon Revolution and SPAC must consult on the content and presentation of any update or supplement to the MergeCo Registration Statement, or where appropriate, an announcement to otherwise inform the market of the updated information contemplated by this clause;

(cc) promote Transaction: participate in efforts reasonably requested by the SPAC to promote the merits of the Transaction and the Scheme Consideration, including, where requested by the SPAC, meeting with key Carbon Revolution Shareholders and, in consultation with the SPAC, undertaking reasonable shareholder engagement and proxy solicitation actions so as so promote the merits of the Transaction and encourage Carbon Revolution Shareholders to vote on the Scheme, in each case in accordance with the recommendation of the Carbon Revolution Board, subject to applicable law and ASIC policy;

(dd) suspension of trading: apply to ASX to suspend trading in Carbon Revolution Shares with effect from the close of trading on the Effective Date;

(ee) removal of quotation: if the Scheme becomes Effective, apply to ASX to have Carbon Revolution removed from the official list of ASX, and quotation of Carbon Revolution Shares on the ASX terminated, with effect on and from the close of trading on the Trading Day immediately following the Implementation Date (unless otherwise directed by the SPAC in writing);

(ff) Carbon Revolution Locked-Up Shareholders: using best endeavours tosecure the execution by each of the Carbon Revolution Locked-Up Shareholders of the Outsider Lock-Up Agreement as soon as practicable after the date of this deed (for the avoidance of doubt, Carbon Revolution will not be in breach of its obligation under this deed if any one or more of the Carbon Revolution Locked-Up Shareholders does not sign the Outsider Lock-Up Agreement);

(gg) preparation of the MergeCo Registration Statement: use reasonable best efforts to assist MergeCo in the preparation and filing of the MergeCo Registration Statement, including by furnishing all information (including the financial statements of the Carbon Revolution Group) concerning Carbon Revolution as MergeCo may reasonably request in connection with such actions and the preparation of the MergeCo Registration Statement. Carbon Revolution will use its reasonable best efforts to (i) cause the MergeCo Registration Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (ii) respond promptly as reasonably practicable to and resolve all comments received from the SEC concerning the MergeCo Registration Statement, (iii) cause the MergeCo Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing with the SEC and (iv) to keep the MergeCo Registration Statement effective as long as is necessary to consummate the Transaction;

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(hh) Proxy information: upon request by the SPAC made prior to commencement of the Scheme Meeting, inform the SPAC of the total number of proxy votes received by Carbon Revolution:

(1) to vote in favour of the Scheme;

(2) to vote against the Scheme;

(3) to abstain from voting on the Scheme; and

(4) where the proxy may vote at the proxy’s discretion;

(ii) MergeCo Obligations: for each instance in which MergeCo has an obligation or covenant under this deed, Carbon Revolution shall cause MergeCo to perform such obligation or covenant and shall be responsible for any failure or breach thereof by MergeCo;

(jj) Financial Statements:

(1) Carbon Revolution shall deliver to SPAC, at such time as is required by ASIC, true and complete copies of the unaudited balance sheet of Carbon Revolution as of December 31, 2022, and the related unaudited income statement and statement of cash flows of Carbon Revolution for the six month period then ended, prepared in accordance with IFRS. Prior to the Closing, Carbon Revolution shall deliver to SPAC interim financial information at such time and in such form as is required by ASIC.

(2) Carbon Revolution shall deliver to SPAC as promptly as practicable after the execution of the BCA with regard to clauses (i) and (iv) below, the true and complete copies of the (i) audited consolidated statement of financial position as of June 30, 2022 and June 30, 2021, and the related audited statements of comprehensive income, changes in equity and cash flows for the years ended June 30, 2022, and June 30, 2021, of Carbon Revolution Group, together with all related notes and schedules thereto, accompanied by the reports thereon of Carbon Revolution’s independent auditors (which reports shall be unqualified) (the “Audited Financial Statements”); (ii) unaudited interim consolidated statement of financial position as of and for the six (6) month periods ended December 31, 2022, and the related unaudited interim statements of comprehensive income, changes in equity, and cash flows as of and for the six (6) month periods ended December 31, 2022 and 2021, together with all related notes and schedules thereto, prepared in accordance with Regulation S-X of the Exchange Act and reviewed by Carbon Revolution’s independent auditor in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accountants, of Carbon Revolution and its Subsidiaries (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”); (iii) any financial statements or similar reports of Carbon Revolution required to be included in the F-4, Proxy Statement, Form 6-K filed in connection with and announcing the Closing or any other filings to be made with the SEC in connection with the transactions contemplated by the BCA or any Ancillary Agreement (as defined in the BCA); and (iv) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the Exchange Act (as if Carbon Revolution Group were subject thereto) with respect to the periods described in clauses (i) and (ii) above, as necessary for inclusion in the Form F-4 (including pro forma financial information). Additionally, Carbon Revolution shall use reasonable best efforts to provide as soon as reasonably practicable all other audited and unaudited financial statements of Carbon Revolution Group, and any company or business units acquired by Carbon Revolution Group, as applicable, required under the applicable rules and regulations and guidance of the SEC to be included in the Form F-4 and/or the Form 6-K filed in connection with and announcing the Closing (including pro forma financial information).

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5.3 SPAC’s obligations

SPAC must take all necessary steps to implement the Transaction as soon as is reasonably practicable in accordance with the Timetable and, without limiting the foregoing (i) do any acts it is authorised and able to do on behalf of SPAC Shareholders and (ii) do each of the following:

(a) SPAC Information: prepare andpromptly provide to Carbon Revolution the SPAC Information for inclusion in the Scheme Booklet, including all information regarding the SPAC required by all applicable laws (including the Corporations Act and the Corporations Regulations), RG 60, applicable Takeovers Panel guidance notes and the Listing Rules, and consent to the inclusion of that information in the Scheme Booklet;

(b) Scheme Booklet and Court documents: promptly provide any assistance or information reasonably requested by Carbon Revolution in connection with preparation of the Scheme Booklet (including any updated or supplementary Scheme Booklet) and any documents required to be filed with the Court in respect of the Scheme, promptlyreview the drafts of the Scheme Booklet (including any updated or supplementary Scheme Booklet) prepared by Carbon Revolution and provide commentspromptly on those drafts in good faith;

(c) Independent Expert’s Report: subject to the Independent Expert entering into arrangements with the SPAC including in relation to confidentiality in a form reasonably acceptable to the SPAC, provide any assistance or information reasonably requested by Carbon Revolution or by the Independent Expert in connection with the preparation of the Independent Expert’s Report to be sent together with the Scheme Booklet;

(d) representation: procure that it is represented by counsel at the Court hearings convened for the purposes of subsection 411(1) and paragraph 411(4)(b) of the Corporations Act;

(e) Deed Poll: by no later than the Business Day prior to the First Court Date, execute and deliver to Carbon Revolution the Deed Poll;

(f) accuracy of SPAC Information: confirm in writing to Carbon Revolution that the SPAC Information in the Scheme Booklet does not contain any material statement that is false ormisleading in a material respect including because of any material omission from that statement;

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(g) due diligence committee and verification: undertake appropriate due diligence and verification processes in relation to the SPAC Information;

(h) consent: provide a consent and use reasonable best efforts to obtain consents from third parties in such for as Carbon Revolution reasonably requires in relation to the form and content in which information about SPAC appears in the Scheme Booklet;

(i) certificate: before the commencement of the hearing on the Second Court Date provide to Carbon Revolution for provision to the Court at that hearing a certificate (signed for and on behalf of the SPAC) in the form of a deed (substantially in the form of Attachment 1 – Conditions Precedent Certificate) confirming whether or not the Conditions Precedent (other than the Condition Precedent in clause 3.1(d) (Court Approval)) have been satisfied or waived in accordance with this deed, a draft of which certificate must be provided by the SPAC to Carbon Revolution by 4.00 pm on the date that is two Business Days prior to the Second Court Date;

(j) update SPAC Information: until the date of the Scheme Meeting, promptly provide to Carbon Revolution any information that arises after the Scheme Booklet has been despatched that is necessary to ensure that the SPAC Information contained in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement;

(k) assistance: up to (and including) the Implementation Date and subject to obligations of confidentiality owed to third parties and undertakings to Government agencies, provide Carbon Revolution and its Related Persons with reasonable access during normal business hours to information and personnel of the SPAC that Carbon Revolution reasonably requests for the purpose of preparation of the Scheme Booklet and implementation of the Transaction;

(l) compliance with laws: do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws and regulations;

(m) Sponsor Nominees: as soon as reasonably practicable after the date of this deed and in any event 5 days before the last filed amendment to the MergeCo Registration Statement prior to the MergeCo Registration Statement Effective Date notify Carbon Revolution and MergeCo of the identity of two persons it wishes to become directors of MergeCo on the Implementation Date, who must both qualify as independent directors (in accordance with the independence requirements of Nasdaq or NYSE (as applicable)) and be acceptable to Carbon Revolution (acting reasonably) (Sponsor Nominees);

(n) FPA: prior to the earlier of:

(1) despatch by Carbon Revolution of the Scheme Booklet; or

(2) despatch by MergeCo of the MergeCo Registration Statement,

use reasonable efforts to enter into binding written forward purchase agreements pursuant to which one or more third party investors agree to subscribe for 2 to 4 million ordinary shares of MergeCo, with a pricing structure agreed by Carbon Revolution and SPAC (acting reasonably), provided however that no consideration is required to be offered in exchange for such forward purchase agreements by the SPAC or Sponsor;

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(o) promote Transaction: participate in efforts reasonably requested by Carbon Revolution to promote the merits of the Transaction and the Scheme Consideration, including, where requested by Carbon Revolution, meeting with key Carbon Revolution Shareholders and, in consultation with Carbon Revolution, undertaking reasonable shareholder engagement and proxy solicitation actions to encourage Carbon Revolution Shareholders to vote on the Scheme, subject to applicable law and ASIC policy. SPAC shall also recommend, through the SPAC Board, that the SPAC Shareholders adopt and approve the Transaction, the Scheme Consideration and any and all other actions and agreements in furtherance of the Transaction, unless the SPAC Board has determined after receiving written advice from SPAC’s external legal advisers specialising in the area of corporate law that the SPAC Board, by virtue of the fiduciary or statutory duties of the SPAC Board Members, is required to change, modify, qualify or withdraw its or their recommendation;

(p) SPAC Shareholders Meeting: as promptly as practicable after the date on which the MergeCo Registration Statement becomes effective SPAC shall call and hold the SPAC Shareholders Meeting for the purpose of voting solely upon the SPAC Proposals, and SPAC shall hold the SPAC Shareholders Meeting as soon as practicable after the date on which the MergeCo Registration Statement becomes effective (but in any event no later than 30 days after the date on which the MergeCo Registration Statement is mailed to SPAC Shareholders). SPAC shall use its reasonable best efforts to obtain the approval of the SPAC Proposals at the SPAC Shareholders Meeting, including by soliciting from its stockholders proxies as promptly as possible in favour of the SPAC Proposals, and shall take all other lawful action necessary or advisable to secure the required vote or consent of its stockholders. The SPAC Board shall recommend to its Shareholders that they approve the SPAC Proposals and shall include such recommendation in the MergeCo Registration Statement, unless the SPAC Board has determined after receiving written advice from SPAC’s external legal advisers specialising in the area of corporate law that the SPAC Board, by virtue of the fiduciary or statutory duties of the SPAC Board Members, is required to change, modify, qualify or withdraw its or their recommendation. SPAC may adjourn the SPAC Shareholders Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the SPAC Proposals, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that SPAC has determined in good faith after consultation with outside legal counsel is required under applicable laws and for such supplemental or amended disclosure to be disseminated and reviewed by SPAC Shareholders prior to SPAC Shareholders Meeting or (iv) if the holders of shares have elected to redeem a number of shares as of such time that would reasonably be expected to result in the condition set forth in clause 3.1(n) or 3.1(p) not being satisfied; provided, that, without the consent of Carbon Revolution, SPAC Shareholders Meeting (x) may not be adjourned to a date that is more than 15 days after the date for which SPAC Shareholders Meeting was originally scheduled (excluding any adjournments required by applicable laws) and (y) shall not be held later than five Business Days prior to the End Date;

(q) Preparation of the MergeCo Registration Statement: use reasonable best efforts to assist MergeCo in the preparation and filing of the MergeCo Registration Statement, including by furnishing all information concerning the SPAC as MergeCo may reasonably request in connection with such actions and the preparation of the MergeCo Registration Statement. SPAC will use its reasonable best efforts to (i) cause the MergeCo Registration Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (ii) respond promptly as reasonably practicable to and resolve all comments received from the SEC concerning the MergeCo Registration Statement, (iii) cause the MergeCo Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing with the SEC and (iv) to keep the MergeCo Registration Statement effective as long as is necessary to consummate the Transaction;

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(r) rollover relief: provide Carbon Revolution with such assistance and information as may reasonably be requested by Carbon Revolution for the purposes of obtaining the ATO Ruling from the Australian Taxation Office.

5.4 MergeCo’s obligations

MergeCo must take all necessary steps to implement the Scheme as soon as is reasonably practicable in accordance with the Timetable, including each of the following:

(a) MergeCo Board Approval: before 8.00am on the Second Court Date, the MergeCo Board must approve the issuance of the MergeCo Shares to be issued as Scheme Consideration, conditional on the Scheme becoming Effective and the condition subsequent in clause 3.3 of the terms of the Scheme occurring;

(b) Scheme Consideration: if the Scheme becomes Effective, procure (to the extent permissible under applicable law) the provision of the Scheme Consideration in the manner and amount contemplated by clause 4 and the terms of the Scheme and the Deed Poll;

(c) certificate: before the commencement of the hearing on the Second Court Date provide to Carbon Revolution for provision to the Court at that hearing a certificate (signed for and on behalf of the MergeCo) in the form of a deed (substantially in the form of Attachment 1 – Conditions Precedent Certificate) confirming whether or not the Conditions Precedent (other than the Condition Precedent in clause 3.1(d) (Court Approval)) have been satisfied or waived in accordance with this deed, a draft of which certificate must be provided by MergeCo to Carbon Revolution by 4.00 pm on the date that is two Business Days prior to the Second Court Date;

(d) Deed Poll: by no later than the Business Day prior to the First Court Date, execute and deliver to Carbon Revolution the Deed Poll;

(e) consent: provide a consent and use reasonable best efforts to obtain consents from third parties in such form as Carbon Revolution and SPAC reasonably require in relation to the form and content in which information about MergeCo appears in the Scheme Booklet;

(f) Agree to become Carbon Revolution’s sole shareholder: if the Scheme becomes Effective, on the Implementation Date, do all things necessary to subscribe for one Carbon Revolution Share and otherwise agree to become a member of Carbon Revolution in accordance with the constitution of Carbon Revolution as consideration for the issuance of the Scheme Consideration;

(g) Filing of the MergeCo Registration Statement: as promptly as practicable after the execution of this deed, MergeCo shall prepare and file with the SEC the MergeCo Registration Statement;

(h) Foreign private issuer status: use reasonable and best endeavours to qualify as a foreign private issuer pursuant to Rule 3B-4 of the Exchange Act prior to 8.00am on the Second Court Date;

(i) Conversion of MergeCo to a Public Limited Company: prior to the First Court Date MergeCo will convert from a private limited company to a public limited company; and

(j) rollover relief: to facilitate the availability of scrip-for-scrip rollover relief under Subdivision 124-M of the Tax Act for eligible Scheme Shareholders:

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(1) provide Carbon Revolution with such assistance and information as may reasonably be requested by Carbon Revolution for the purposes of obtaining the ATO Ruling from the Australian Taxation Office;

(2) not make an election under section 124-795(4) of the Tax Act preventing the availability of the rollover relief; and

(3) if applicable, make any election required under Subdivision 124-M of the Tax Act in relation to the rollover.

5.5 Other Transaction Documents and associated arrangements

Carbon Revolution, MergeCo and the SPAC must, as soon as reasonably practicable following execution of this deed and in accordance with the Timetable, negotiate in good faith to agree:

(a) Carbon Revolution Locked-Up Shareholders: the identity of the Carbon Revolution Shareholders who are proposed to be subject to Outsider Lock-up Agreements (Carbon Revolution Locked-Up Shareholders).

(b) Registration Rights Agreement: the terms of the Registration Rights Agreement.

5.6 Conduct of business – Carbon Revolution

(a) Subject to clause 5.6(b), from the date of this deed up to and including the Implementation Date, and without limiting any other obligations of Carbon Revolution under this deed, Carbon Revolution must:

(1) conduct its businesses and operations, and must cause each other Carbon Revolution Group Member to conduct its respective business and operations, in the ordinary and usual coursegenerallyconsistent with past practice;

(2) keep the SPAC informed of any material developments concerning the conduct of its business;

(3) not pay, declare, determine or otherwise agree to pay any dividend or distribution;

(4) not enter into any line of business or other activities in which the Carbon Revolution Group is not engaged as at the date of this deed;

(5) provide monthly management accounts for the Carbon Revolution Group, in a timely manner to the SPAC;

(6) promptly notify SPAC of any legal proceeding, claim or investigation which may be threatened or asserted or commenced against any Carbon Revolution Group Member and which is material in the context of the Carbon Revolution Group taken as a whole;

(7) comply in all material respects with all applicable Authorisations, laws and regulations (including the Listing Rules);

(8) ensure that no Carbon Revolution Prescribed Occurrence occurs;

(9) make all reasonable efforts, and procure that each other Carbon Revolution Group Member makes all reasonable efforts, to:

(A) comply with the terms of all Material Contracts;

(B) preserve and maintain the value of the businesses and assets of the Carbon Revolution Group;

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(C) keep available the services of the Carbon Revolution Locked-up Persons and (subject to normal operating attrition rates) employees of each Carbon Revolution Group Member;

(D) maintain and preserve their relationship with Government Agencies, customers, suppliers and others having business dealings with any Carbon Revolution Group Member; and

(E) ensure that there is no occurrence within their control that would constitute or be likely to constitute a Carbon Revolution Adverse Change; and

(10) use its best endeavours to ensure that no Carbon Revolution Regulated Event occurs.

(b) Nothing in clause 5.6(a) restricts the ability of Carbon Revolution to take any action:

(1) which is requiredor expressly permitted by this deed, the BCA or the Scheme, including for the avoidance of doubt actions to give effect to a Superior Proposal;

(2) which has been agreed to in writing by the SPAC (which agreement must not be unreasonably withheld or delayed) or requested by the SPAC in writing;

(3) in connection with the marketing, underwriting, entry into and completion of the Bridge Financing and compliance with any associated disclosure requirements or the agreements giving effect to the Bridge Financing;

(4) which is required by any applicable law,regulation or by a Government Agency;

(5) which is Fairly Disclosed in the Disclosure Materials as being an action that the Carbon Revolution Group may, or could reasonably be expected to, carry out between (and including) the date of this deed and the Implementation Date;

(6) that Carbon Revolution Fairly Disclosed in an announcement made by Carbon Revolution to ASX in the one year period prior to the date of this deed;

(7) to reasonably and prudently respond to:

(A) Carbon Revolution’s prevailing or anticipated cash flow and liquidity requirements at the relevant point in time and the need to minimise cash outflows and maximise cash inflows and profitability between (and including) the date of this deed and the Implementation Date including: operational restructuring initiatives, acceleration of grant income, variation of customer payment terms and consensual deferral of creditor payments;

(B) an emergency or disaster (including a situation giving rise to a risk of personal injury or damage to property, or a disease epidemic or pandemic, including the outbreak, escalation or any impact of, or recovery from, COVID-19 or the COVID-19 Measures);

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(C) changes in market conditions affecting the business of Carbon Revolution or a Carbon Revolution Group Member to a material extent;

(D) regulatory or legislative changes (including without limitation changes to subordinate legislation) affecting the business of Carbon Revolution or a Carbon Revolution Group Member to a material extent,

provided that, to the extent reasonably practicable, Carbon Revolution has consulted in good faith with the SPAC in respect of the proposal to take such action and consider any reasonable comments or requests of SPAC in relation to such proposal in good faith; or

(8) in connection with an actual, proposed or potential Competing Proposal as contemplated by clause 10.

(c) From the date of this deed up to and including the Second Court Date unless the SPAC agrees otherwise in writing, Carbon Revolution will promptly notify the SPAC of anything of which it becomes aware that:

(1) makes any material information publicly filed by Carbon Revolution (either on its own account or in respect of any other Carbon Revolution Group Member) to be, or reasonably likely to be, incomplete, incorrect, untrue or misleading in any material respect;

(2) makes any of the Carbon Revolution Representations and Warranties false, inaccurate, misleading or deceptive in any material respect;

(3) makes any information provided in the Disclosure Materials incomplete, incorrect, untrue or misleading in any material respect; or

(4) would constitute or be likely to constitute a Carbon Revolution Prescribed Occurrence, a Carbon Revolution Regulated Event or a Carbon Revolution Material Adverse Effect.

5.7 Conduct of business – SPAC

(a) Subject to clause 5.7(b), from the date of this deed up to and including the Implementation Date, and without limiting any other obligations of the SPAC under this deed, the SPAC must:

(1) maintain the condition of its business and material assets in all material respects;

(2) keep available the services of its key employees;

(3) preserve its material relationships with customers, suppliers, licensors, licensees, joint venturers and others with whom it has business dealings in all material respects;

(4) not take any action that would give rise to a SPAC Prescribed Occurrence;

(5) not amend or otherwise change the organisational documents of SPAC or form any Subsidiary of SPAC;

(6) not reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any SPAC securities, but excluding distributions from the Trust Account to the shareholders of the SPAC upon the redemption of their shares that are required pursuant to the organisational documents of the SPAC;

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(7) not pay, declare, determine or otherwise agree to pay any dividend or distribution;

(8) not issue, sell, pledge, dispose of, grant or encumber, or authorise the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of SPAC, or any options, warrants, convertible securities, or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including without limitation, any phantom interest) of SPAC;

(9) not acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organisation or enter into any strategic joint ventures, partnerships or alliances with any other person;

(10) other than reasonably necessary SPAC Working Capital Loans, not incur indebtedness;

(11) other than for purposes of reasonably complying with any agreements, orders, comments or other guidance from the Staff or SPAC’s auditors following the date hereof, not make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices;

(12) not make or change any material Tax election or settle or compromise any material liability relating to a Tax dispute, file any amendment to a material Tax Return, enter into any Tax sharing, indemnification, allocation or similar agreement or arrangement, or consent to any extension or waiver of the limitation period applicable to or relating to any Tax audit, dispute, litigation or other proceeding;

(13) not amend the Trust Agreement or any other agreement related to the Trust Account;

(14) not enter into any line of business or other activities in which it is not engaged as at the date of this deed;

(15) promptly notify Carbon Revolution of any legal proceeding, claim or investigation which may be threatened or asserted or commenced against any it; and

(16) comply in all material respects with all applicable Authorisations, laws and regulations.

(b) Nothing in clause 5.7(a) restricts the ability of the SPAC to take any action:

(1) which is requiredor expressly permitted by this deed, the BCA or the Scheme;

(2) which has been agreed to in writing by Carbon Revolution (which agreement must not be unreasonably withheld or delayed) or requested by Carbon Revolution in writing;

(3) which is required by any applicable law orregulation by a Government Agency; or

(4) to reasonably and prudently respond to an emergency or disaster (including a situation giving rise to a risk of personal injury or damage to property, or a disease epidemic or pandemic, including the outbreak, escalation or any impact of, or recovery from, COVID-19 or the COVID-19 Measures).

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5.8 Conduct of business – MergeCo

(a) Other than with the prior written approval of the SPAC (such approval not to be unreasonably withheld or delayed) MergeCo must not and must cause its Subsidiaries not to, and Carbon Revolution must ensure that MergeCo does not and causes its Subsidiaries not to, from the date of this deed up to and including Implementation, except to the extent contemplated by this document, the BCA or the Transaction:

(1) carry on business, grant any right or incur any liability;

(2) convert all or any of its shares into a larger or smaller number of shares;

(3) permit any transfer of its shares to occur, or any Encumbrance or trust to be created over or in respect of its shares (or any interest in them);

(4) resolve to reduce its share capital in any way or resolve to reclassify, combine, split or redeem or repurchase directly or indirectly any of its shares;

(5) undertake to:

(A) repurchase, redeem or otherwise acquire any shares of capital stock of Parent, or agree to do any of the foregoing;

(B) enter into a buy-back agreement; or

(C) resolve to approve the terms of a buy-back agreement;

(6) make or declare, or announce an intention to make or declare, any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie);

(7) undertake to:

(A) issue any shares;

(B) grant an option over its shares; or

(C) agree to make an issue of or grant an option over shares;

(8) issue or agree to issue securities or other instruments convertible into shares;

(9) adopt a new constitution or modify or repeal its constitution or a provision of it;

(10) undertake to:

(A) acquire or dispose of;

(B) agree to acquire or dispose of; or

(C) offer, propose, announce a bid or tenders for,

any business, entity or undertaking or assets;

(11) create, or agree to create, any Encumbrance over or declares itself the trustee of any of its business or property;

(12) merge or consolidate with any other person or restructure, reorganise or completely or partially liquidates or dissolve;

(13) undergoes an Insolvency Event;

(14) enter into any agreement, contract or commitment;

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(15) engage any employee;

(16) incur, assume, guarantee or become liable for any Financial Indebtedness;

(17) incur or make any expenditure;

(18) own any real or personal property;

(19) commence any legal proceedings, or threaten to do so.

(b) Nothing in clause 5.8(a) restricts the ability of MergeCo to take any action:

(1) in connection with the marketing, underwriting, entry into and completion of the Bridge Financing and compliance with any associated disclosure requirements or the agreements giving effect to the Bridge Financing;

(2) which is required by any applicable law,regulation or by a Government Agency;

(3) which is required in order for MergeCo or any Subsidiary of MergeCo to re-register as a public limited company and/or change its name, including creating a new class of shares and/or issuing additional shares for the purposes of re-registering as a public limited company and/or updating its memorandum and articles of association and making any regulatory filings as required by any applicable law.

5.9 Material Contract consents

(a) In respect of each Material Contract:

(1) Carbon Revolution will initiate contact with the relevant counterparties and request that they provide the consents required or appropriate for the Transaction. The SPAC and its Related Persons must not contact any counterparties to Material Contracts without Carbon Revolution being present or without Carbon Revolution’s prior written consent (which is not to be unreasonably withheld or delayed);

(2) Carbon Revolution must use reasonable endeavours to obtain such consents or confirmations as expeditiously as possible, including by providing any information reasonably required by counterparties (but nothing in this clause 5.8 requires Carbon Revolution to incur material expense or provide material concessions to any applicable counterparties); and

(3) The SPAC must cooperate with, and provide all reasonable assistance to, Carbon Revolution to obtain such consents or confirmations, including by:

(A) providing any information required; and

(B) making officers and employees available where necessary to meet with counterparties to deal with any issues arising in relation to the relevant consent or waiver,

provided that nothing in this clause 5.9(a)(3) requires the SPAC or a Related Person of the SPAC to (or to consent to) agree to any amendments to the relevant contract or arrangement or pay any monies to the counterparty, other than as provided for in the relevant contract or arrangement.

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(b) Provided that Carbon Revolution has complied with this clause 5.8, a failure by Carbon Revolution to obtain any third party consent will not constitute a breach of this deed by Carbon Revolution.

5.10 Appointment of directors

MergeCo must, as soon as practicable on the Implementation Date, after the Scheme Consideration has been despatched to Scheme Shareholders in accordance with the terms of the Scheme and the Merger having occurred, take all actions necessary to:

(a) cause the appointment of the Sponsor Nominees to the MergeCo Board;

(b) cause the appointment of the Carbon Revolution Nominees to the MergeCo Board; and

(c) ensure that all directors on the MergeCo Board, other than the Sponsor Nominees and the Carbon Revolution Nominees:

(1) resign; and

(2) unconditionally and irrevocably release MergeCo from any claims they may have against MergeCo.

5.11 Carbon Revolution Board Recommendation

(a) Carbon Revolution must procure that, subject to clause 5.11(b):

(1) the Carbon Revolution Board unanimously recommends that Carbon Revolution Shareholders vote in favour of the Scheme and the Capital Reduction at the Scheme Meeting in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent Expert’s Report (and continuing to conclude) that the Scheme and the Capital Reduction is in the best interest of Carbon Revolution Shareholders and that the Scheme Booklet and all other public statements relating to the Transaction include statements by the Carbon Revolution Board to that effect; and

(2) each Carbon Revolution Board member provides a statement to Carbon Revolution that they:

(A) will not, prior to the Scheme Meeting (in accordance with the Timetable) dispose (or agree to dispose) of their respective Director Carbon Revolution Shares; and

(B) intend to vote, or cause to be voted, all of their respective Director Carbon Revolution Shares in favour of the Scheme and the Capital Reduction in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent Expert’s Report (and continuing to conclude) that the Scheme and the Capital Reduction is in the best interest of Carbon Revolution Shareholders, and authorises the inclusion by Carbon Revolution of that statement in the Scheme Booklet and all other public statements relating to the Transaction.

(b) Carbon Revolution:

(1) must procure that the Carbon Revolution Board collectively, and the Carbon Revolution Board members individually, do not; and

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(2) represents and warrants to the SPAC that, as at the date of this deed, each Carbon Revolution Board Member has confirmed that he or she does not intend to,

adversely change, adversely modify, adversely qualify or withdraw (including by making any public statement to the effect that they no longer support the Scheme or the Transaction or any public statement supporting, endorsing or recommending a Competing Proposal) their recommendation to vote in favour of the Scheme as set out in clause 5.11(a) unless:

(3) the Independent Expert provides a report to Carbon Revolution (including either the Independent Expert’s Report or any update of, or any revision, amendment or supplement to, that report) that concludes that the Scheme and the Capital Reduction are not in the best interest of Carbon Revolution Shareholders;

(4) Carbon Revolution has received a Competing Proposal and the Carbon Revolution Board has determined, after the procedure in clause 10.4 has been complied with, that the Competing Proposal constitutes a Superior Proposal;

(5) the change, modification, qualification or withdrawal occurs because of a requirement or request by a court or Government Agency that one or more Carbon Revolution Board members abstain from making a recommendation that Carbon Revolution Shareholders vote in favour of the Scheme and the Capital Reduction after the date of this deed; or

(6) the Carbon Revolution Board has determined after receiving written advice from Carbon Revolution’s external Australian legal advisers specialising in the area of corporate law that the Carbon Revolution Board, by virtue of the fiduciary or statutory duties of the Carbon Revolution Board Members, is required to change, modify, qualify or withdraw its or their recommendation (with a copy of such advice to be provided to the SPAC).

(c) For the purposes of this clause 5.11, customary qualifications and explanations contained in the Scheme Booklet and any public announcements by Carbon Revolution in relation to a recommendation to vote in favour of the Scheme and the Capital Reduction to the effect that the recommendation is made:

(1) in the absence of a Superior Proposal;

(2) in respect of any public announcement issued before the issue of the Scheme Booklet, subject to the Independent Expert concluding in the Independent Expert’s Report (and continuing to conclude) that the Scheme and the Capital Reduction are in the best interest of Carbon Revolution Shareholders; and

(3) in respect of the Scheme Booklet and any public announcements issued at the time of or after the issue of Scheme Booklet, subject to the Independent Expert continuing to conclude that the Scheme and the Capital Reduction are in the best interest of Carbon Revolution Shareholders,

will not be regarded as a failure to make, or an adverse change, adverse modification, adverse qualification or withdrawal of, a recommendation in favour of the Scheme.

(d) Without limiting the operation of clause 10 or the preceding provisions of this clause 5, if circumstances arise, including the receipt or expected receipt of an unfavourable report from the Independent Expert (including either the Independent Expert’s Report or any update of, or any revision, amendment or supplement to, that report) which is reasonably likely to lead to any one or more Carbon Revolution Board Members adversely changing, adversely modifying, adversely qualifying or withdrawing their recommendation to vote in favour of the Scheme and Capital Reduction, Carbon Revolution must:

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(1) as soon as practicable, notify the SPAC of this fact; and

(2) consult with the SPAC in good faith for at least 2 Business Days after the date on which the notice under clause 5.11(d)(1) is given to consider and determine whether there are any steps that can be taken to avoid such a change, modification, qualification or withdrawal (as applicable).

(e) A statement made by Carbon Revolution or the Carbon Revolution Board to the effect that no action should be taken by Carbon Revolution Shareholders pending the assessment of a Competing Proposal by the Carbon Revolution Board or the completion of the matching right process set out in clause 10.4 shall not contravene this clause 5.11.

5.12 SPAC Board Recommendation

The SPAC Board must recommend that SPAC Shareholders vote in favour of the SPAC Proposals and SPAC Extension Proposals in any communications in relation to the Transaction with SPAC Shareholders and must not withdraw or change that recommendation unless a SPAC Competing Transaction is proposed and the SPAC Board determines in good faith and acting reasonably, having received legal advice from its external legal advisers that failing to withdraw or change their recommendation in favour of the Scheme would constitute a breach of their fiduciary or statutory duties to SPAC Shareholders.

5.13 Responsibility Statements

(a) The Scheme Booklet will contain a responsibility statement to the effect that:

(1) MergeCo is responsible for the MergeCo Information contained in the Scheme Booklet;

(2) SPAC is responsible for the SPAC Information contained in the Scheme Booklet;

(3) Carbon Revolution is responsible for the Carbon Revolution Information contained in the Scheme Booklet; and

(4) the Independent Expert is responsible for the Independent Expert’s Report, and none of Carbon Revolution, MergeCo, SPAC or their respective directors or officers assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report.

(b) If Carbon Revolution, MergeCo and the SPAC disagree on the form or content of the Scheme Booklet, they must consult in good faith to try to settle an agreed form of the Scheme Booklet. If after five Business Days of consultation, Carbon Revolution, MergeCo and the SPAC are unable to agree on the form or content of the Scheme Booklet:

(1) where the determination relates to SPAC Information, the SPAC will make the final determination, acting reasonably, as to the form and content of the SPAC Information; and

(2) in any other case, the final determination as to the form and content of the Scheme Booklet will be made by Carbon Revolution, acting reasonably, provided that, if the SPAC disagrees with such final form and content, Carbon Revolution must include a statement to that effect in the Scheme Booklet.

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6     Representations and warranties

5.14 Conduct of Court proceedings

(a) Carbon Revolution and MergeCo on the one hand and the SPAC on the other hand are entitled to separate representation at all Court proceedings affecting the Transaction.

(b) This deed does not give Carbon Revolution or the SPAC any right or power to give undertakings to the Court for or on behalf of the other of them without the other party’s written consent.

(c) Carbon Revolution and the SPAC must give all undertakings to the Court in all Court proceedings which are reasonably required to obtain Court approval and confirmation of the Transaction as contemplated by this deed.

6 Representations and warranties

6.1 SPAC’s representations and warranties

SPAC represents and warrants to Carbon Revolution (in its own right and separately as trustee or nominee for each of the other Carbon Revolution Indemnified Parties) that each of the SPAC Representations and Warranties is true and correct and not misleading as at the date of this deed and at 8:00am on the Second Court Date.

6.2 Carbon Revolution’s representations and warranties

Carbon Revolution represents and warrants to the SPAC (in its own right and separately as trustee or nominee for each of the other SPAC Indemnified Parties) that each of the Carbon Revolution Representations and Warranties is true and correct and not misleading at the date of this deed and at 8:00 am on the Second Court Date (except where any statement is expressed to be made only at a particular date).

6.3 MergeCo’s representations and warranties

MergeCo represents and warrants to Carbon Revolution (in its own right and separately as trustee or nominee for each of the other Carbon Revolution Indemnified Parties) and the SPAC (in its own right and separately as trustee or nominee for each of the other SPAC Indemnified Parties) that each of the MergeCo Representations and Warranties is true and correct and not misleading at the date of this deed and at 8:00am on the Second Court Date.

6.4 Qualifications on representations and warranties

(a) The Carbon Revolution Representations and Warranties made or given in clause 6.2 are each subject to matters that:

(1) have been Fairly Disclosed in the Disclosure Materials;

(2) have been Fairly Disclosed in:

(A) an announcement by Carbon Revolution to ASX, or

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7     Releases  

(B) a publicly available document lodged by Carbon Revolution with ASIC,

in the one year period prior to the date of this deed; or

(3) are expressly required or permitted by this deed or the Scheme.

(b) Where a Carbon Revolution Representation and Warranty is given ‘so far as Carbon Revolution is aware’ or with a similar qualification as to Carbon Revolution’s awareness or knowledge, Carbon Revolution’s awareness or knowledge is limited to and deemed only to include those facts, matters or circumstances of which a Specified Individual is actually aware as at the date such Carbon Revolution Representation and Warranty is given.

(c) The SPAC Representations and Warranties made or given in clause 6.1 are each subject to matters that have been Fairly Disclosed in any report, schedule, form, statement or other document (including exhibits) filed with, or furnished to, the SEC by the SPAC from the date the SPAC was listed on the NYSE until the date of this deed.

6.5 Survival of representations and warranties

Each representation and warranty in clauses 6.1, 6.2 and 6.3:

(a) is severable; and

(b) does not survive the termination of this deed.

6.6 Timing of representations and warranties

Each representation and warranty made or given under clauses 6.1, 6.2 or 6.3 is given at the date of this deed and on 8.00am on the Second Court Date unless that representation or warranty is expressed to be given at a particular time, in which case it is given at that time.

6.7 No representation or reliance

(a) Each party acknowledges that no party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into this deed, except for representations or inducements expressly set out in this deed and (to the maximum extent permitted by law) all other representations, warranties and conditions implied by statute or otherwise in relation to any matter relating to this deed, the circumstances surrounding the parties’ entry into it and the transactions contemplated by it are expressly excluded.

(b) Each party acknowledges and confirms that it does not enter into this deed in reliance on any representation or other inducement by or on behalf of any other party, except for any representation or inducement expressly set out in this deed.

7 Releases

7.1 Carbon Revolution and Carbon Revolution Board Members and officers

(a) MergeCo and SPAC each:

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7     Releases  

(1) releases its rights; and

(2) agrees with Carbon Revolution that it will not make, and in the case of MergeCo that after the Implementation Date it will procure that each Carbon Revolution Group Member does not make, any claim,

against any Carbon Revolution Indemnified Party(other than Carbon Revolution and its Related Bodies Corporate) as at the date of this deed and from time to time in connection with:

(3) any breach of any representations and warranties of Carbon Revolution or any other member of the Carbon Revolution Group in this deed or any breach of any covenant given by Carbon Revolution in this deed;

(4) any disclosures containing any statement which is false or misleading whether in content or by omission; or

(5) any failure to provide information,

whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where the Carbon Revolution Indemnified Party has engaged in wilful misconduct, wilful concealment or fraud. For the avoidance of doubt, nothing in this clause 7.1(a) limits the SPAC’s rights to terminate this deed under clause 12.

(b) Clause 7.1(a) is subject to any Corporations Act restriction and will be read down accordingly.

(c) Carbon Revolution receives and holds the benefit of this clause 7.1 to the extent it relates to each Carbon Revolution Indemnified Party as trustee for each of them.

7.2 SPAC and SPAC directors and officers

(a) Carbon Revolution and MergeCo:

(1) releases its rights; and

(2) agrees with the SPAC that it will not make a claim,

against any SPAC Indemnified Party (other thanthe SPAC and its Related Bodies Corporate) as at the date of this deed and from time to time in connection with:

(3) any breach of any representations and warranties of the SPAC in this deed or any breach of any covenant given by the SPAC in this deed;

(4) any disclosure containing any statement which is false or misleading whether in content or by omission; or

(5) any failure to provide information,

whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where the SPAC Indemnified Partyhas engaged in wilful misconduct, wilful concealment or fraud. For the avoidance of doubt, nothing in this clause 7.2(a) limits any right of Carbon Revolution or MergeCo to terminate this deed under clause 3.4 or 12.

(b) Clause 7.2(a) is subject to any Corporations Act restriction and will be read down accordingly.

(c) The SPAC receives and holds the benefit of this clause 7.2 to the extent it relates to each SPAC Indemnified Party as trustee for each of them.

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8     Public announcement

7.3 MergeCo and MergeCo directors and officers

(a) Carbon Revolution and SPAC each:

(1) releases its rights; and

(2) agrees with MergeCo that it will not make a claim,

against any MergeCo Indemnified Party as at the date of this deed and from time to time in connection with:

(3) any breach of any representations and warranties of MergeCo in this deed or any breach of any covenant given by MergeCo in this deed;

(4) any disclosure containing any statement which is false or misleading whether in content or by omission; or

(5) any failure to provide information,

whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where the MergeCohas engaged in wilful misconduct, wilful concealment or fraud. For the avoidance of doubt, nothing in this clause 7.2(a) limits any right of Carbon Revolution or SPAC to terminate this deed under clause 3.4 or 12.

(b) Clause 7.2(a) is subject to any Corporations Act restriction and will be read down accordingly.

(c) MergeCo receives and holds the benefit of this clause 7.2 to the extent it relates to each MergeCo Indemnified Party as trustee for each of them.

8 Public announcement

8.1 Announcement of the Transaction

(a) Immediately after the execution of this deed, Carbon Revolution must issue a public announcement in a form which has been agreed to in writing by the SPAC (which agreement must not be unreasonably withheld or delayed).

(b) The Carbon Revolution announcement must include a unanimous recommendation by the Carbon Revolution Board to Carbon Revolution Shareholders that, in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent Expert’s Report (and continuing to conclude) that the Scheme and Capital Reduction are in the best interest of Carbon Revolution Shareholders, Carbon Revolution Shareholders vote in favour of the Scheme and the Capital Reduction and all the Carbon Revolution Board Members will vote (or will procure the voting of) all Director Carbon Revolution Shares at the time of the Scheme Meeting in favour of the Scheme and the Capital Reduction at the Scheme Meeting.

(c) Immediately after the execution of this deed, the SPAC must file a Current Report on Form 8-K pursuant to the SEC to report the execution of this deed, in a form which has been agreed to in writing by Carbon Revolution (which agreement must not be unreasonably withheld or delayed).

(d) The SPAC Proxy Statement must include a unanimous recommendation by the SPAC Board to the SPAC Shareholders that, in the absence of a SPAC Superior Transaction, SPAC Shareholders vote in favour of the SPAC Proposals and the SPAC Extension Proposal and each SPAC Board Member will vote (or will procure the voting of) all SPAC Shares held by that SPAC Board Member (or in respect of which that SPAC Board member controls the exercise of any voting rights attaching to the SPAC Shares) at the time of the SPAC Shareholders’ Meeting in favour of the SPAC Proposals and SPAC Extension Proposal at the SPAC Shareholders’ Meeting.

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9     Confidentiality

8.2 Public announcements

Subject to clause 8.1 and 8.3, no public announcement or public disclosure of the Transaction or any other transaction the subject of this deed or the Scheme may be made other than in a form approved by Carbon Revolution and the SPAC in writing (acting reasonably), but each of Carbon Revolution and the SPAC must use all reasonable endeavours to provide such approval as soon as practicable. For the avoidance of doubt, this clause 8.2 does not apply to any announcement or disclosure relating to a Competing Proposal or where the announcement or disclosure is consistent with, and contains no more information than is included in, an announcement made in compliance with clause 8.1.

8.3 Required disclosure

(a) Where a party is required by applicable law or the Listing Rules to make any announcement or to make any disclosure in connection with the Transaction or any other transaction the subject of this deed or the Scheme, it may do so despite clause 8.2.

(b) Before any disclosure is made in reliance on clause 8.3(a), to the extent reasonably practicable and permitted by the relevant law or Listing Rule:

(1) the party required to make the disclosure (Disclosing Party) must use best endeavours to notify the other party as soon as reasonably practicable after it becomes aware that disclosure is required; and

(2) the Disclosing Party must use best endeavours to give the other party an opportunity to comment on the proposed form of the disclosure and amend any factual inaccuracy, and consider in good faith any other comments of the other party on the form of the disclosure,

other than where such disclosure relates to, or is in connection with, an actual, potential or proposed Competing Proposal.

9 Confidentiality

Carbon Revolution and the SPAC acknowledge and agree that they continue to be bound by the Confidentiality Agreement after the date of this deed. The rights and obligations of the parties under the Confidentiality Agreement survive termination of this deed.  To the extent of any inconsistency between the Confidentiality Agreement and this deed, the terms of this deed shall prevail.

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10     Exclusivity

10 Exclusivity

10.1 No shop and no talk

During the Exclusivity Period, each of Carbon Revolution and the SPAC must not, and must ensure that each of their Related Persons and Related Bodies Corporate and the Related Persons of those Related Bodies Corporate do not, directly or indirectly:

(a) (no shop) solicit, invite, encourage or initiate (including by the provision of non-public information to any Third Party) any inquiry, expression of interest, offer, proposal, discussion or other communication by any person in relation to, or which would reasonably be expected to encourage or lead to, in the case of Carbon Revolution an actual, proposed or potential Competing Proposal or in the case of the SPAC, an actual, proposed or potential SPAC Competing Transaction, or communicate to any person an intention to do anything referred to in this clause 10.1(a); or

(b) (no talk) subject to clause 10.2:

(1) facilitate, participate in or continue any negotiations, discussions or other communications with respect to any inquiry, expression of interest, offer, proposal or discussion with any person in relation to, or which would reasonably be expected to encourage or lead to, in the case of Carbon Revolution, an actual, proposed or potential Competing Proposal or in the case of the SPAC, an actual, proposed or potential SPAC Competing Transaction;

(2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding, in the case of Carbon Revolution an actual, proposed or potential Competing Proposal or in the case of the SPAC, an actual, proposed or potential SPAC Competing Transaction;

(3) disclose or otherwise provide or make available any non-public information about the business or affairs of the Carbon Revolution Group or the SPAC (as applicable) to a Third Party (other than a Government Agency that has the right to obtain that information and has sought it) in connection with, with a view to obtaining, or which would reasonably be expected to encourage or lead to the formulation, receipt or announcement of, in the case of Carbon Revolution, an actual, proposed or potential Competing Proposal or in the case of the SPAC, an actual, proposed or potential SPAC Competing Transaction (including, without limitation, providing such information for the purposes of the conduct of due diligence investigations in respect of the Carbon Revolution Group or the SPAC (as applicable)) whether by that Third Party or another person; or

(4) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 10.1(b),

provided that nothing in this clause 10.1 prevents or restricts Carbon Revolution or the SPAC (as applicable) or any of their Related Persons and Related Bodies Corporate or the Related Persons of those Related Bodies Corporate from responding to a Third Party in respect of an unsolicited inquiry, expression of interest, offer, proposal or discussion by that Third Party to make, or which would reasonably be expected to encourage or lead to in the case of Carbon Revolution, an actual, proposed or potential Competing Proposal or in the case of the SPAC, an actual, proposed or potential SPAC Competing Transaction, to merely (A) acknowledge receipt and / or (B) advise that Third Party that Carbon Revolution or the SPAC (as applicable) is bound by the provisions of this clause 10.1 and is only able to engage in negotiations, discussions or other communications if the fiduciary out in clause 10.2 applies.

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10     Exclusivity

10.2 Fiduciary exception

Clause 10.1(b) does not prohibit any action or inaction by Carbon Revolution or the SPAC, any of their respective Related Bodies Corporate or respective Related Persons, if:

(a) in relation to an actual, proposed or potential Competing Proposal, the Carbon Revolution Board determines acting in good faith that:

(1) after consultation with its advisers, such actual, proposed or potential Competing Proposal is a Superior Proposal or could reasonably be expected to become a Superior Proposal; and

(2) after receiving written legal advice from its external legal advisers, compliance with that clause would, or would be reasonably likely to, constitute a breach of any of the fiduciary or statutory duties of the Carbon Revolution Board Members; or

(b) in relation to an actual, proposed or potential SPAC Competing Transaction, the SPAC Board determines acting in good faith that:

(1) after consultation with its advisers, such actual, proposed or potential SPAC Competing Transaction is a SPAC Superior Transaction or could reasonably be expected to become a SPAC Superior Transaction; and

(2) after receiving written legal advice from its external legal advisers, compliance with that clause would, or would be reasonably likely to, constitute a breach of any of the fiduciary or statutory duties of the SPAC Board Members,

provided that in either case:

(c) the actual, proposed or potential Competing Proposal or SPAC Competing Transaction (as applicable) was not directly or indirectly brought about by, or facilitated by, a breach of clause 10.1(a); and

(d) each action or inaction taken in reliance on this clause 10.2 is notified to the other party as soon as reasonably practicable (and in any event within 48 hours).

10.3 Notification of approaches

(a) During the Exclusivity Period, Carbon Revolution and the SPAC must as soon as possible (and in any eventwithin 24 hours) notify the other party in writing if it, any of its Related Bodies Corporate or any of their respective Related Persons, becomes aware of any:

(1) negotiations, discussions or other communications, approaches or attempt to initiate any negotiations, discussions or other communications, or intention to make such an approach or attempt to initiate any negotiations, discussions or other communications in respect of any inquiry, expression of interest, offer, proposal or discussion in the case of Carbon Revolution, in relation to a Competing Proposal or in the case of the SPAC, in relation to a SPAC Competing Transaction;

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10     Exclusivity

(2) proposal made to Carbon Revolution or the SPAC (as applicable), any of their Related Bodies Corporate or any of their respective Related Persons in connection with, or in respect of any exploration or completion of, in the case of Carbon Revolution, an actual, proposed or potential Competing Proposal or in the case of the SPAC, a SPAC Competing Transaction; or

(3) provision by Carbon Revolution or the SPAC (as applicable), any of their Related Bodies Corporate or any of their respective Related Persons of anynon-public information concerning the business or operations of the Carbon Revolution Group or the SPAC (as applicable) to any Third Party (other than a Government Agency) in connection with, in the case of Carbon Revolution, an actual, proposed or potential Competing Proposal or in the case of the SPAC, a SPAC Competing Transaction,

whether direct or indirect, solicited or unsolicited, and in writing or otherwise.

(b) A notification given under clause 10.3(a) must include the identity of the relevant person making or proposing the relevant actual, proposed or potential Competing Proposal or SPAC Competing Transaction (as applicable), together with all material terms and conditions of the actual, proposed or potential Competing Proposal or SPAC Competing Transaction (including price and form of consideration, conditions precedent, proposed deal protection arrangements and timetable), in each case to the extent known by Carbon Revolution or the SPAC (as applicable) or any of their Related Persons.

(c) During the Exclusivity Period, Carbon Revolution must also notify the SPAC in writing as soon as possible after it, any of its Related Bodies Corporate or any of their respective Related Persons, becomes aware of any material developments in relation to the actual, proposed or potential Competing Proposal, including in respect of any of the information previously provided to the SPAC pursuant to this clause 10.3.

10.4 Matching right

(a) Without limiting clause 10.1, during the Exclusivity Period, Carbon Revolution:

(1) must not, and must procure that each of its Related Bodies Corporate do not, enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which one or more of a Third Party, Carbon Revolution or any Related Body Corporate of Carbon Revolution proposes or propose to undertake or give effect to an actual, proposed or potential Competing Proposal; and

(2) must procure that none of the Carbon Revolution Board Members change their recommendation in favour of the Scheme and the Capital Reduction, publicly recommend an actual, proposed or potential Competing Proposal (or recommend against the Transaction) or make any public statement to the effect that they may do so at a future point (provided that a statement that no action should be taken by Carbon Revolution Shareholders pending the assessment of a Competing Proposal by the Carbon Revolution Board or the completion of the matching right process set out in this clause 10.4 shall not contravene this clause 10.4, provided that Carbon Revolution uses its best endeavours to procure that the Carbon Revolution Board publicly reaffirms its recommendation in favour of the Transaction when making any such statement and also subject to any change of recommendation by the Carbon Revolution Board that is permitted by clause 5.11(b)),

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10     Exclusivity

unless:

(3) the Carbon Revolution Board acting in good faith and in order to satisfy what the Carbon Revolution Board Members consider to be their statutory or fiduciary duties (having received written legal advice from its external Australian legal advisers) determines that the Competing Proposal is, or would be reasonably likely to be, an actual, proposed or potential, Superior Proposal;

(4) Carbon Revolution has provided the SPAC with the material terms and conditions of the actual, proposed or potential Competing Proposal (including price and form of consideration, conditions precedent, proposed deal protection arrangements and timetable) (in each case, to the extent known) and the identity of the Third Party making the actual, proposed or potential Competing Proposal;

(5) Carbon Revolution has given the SPAC at least five Business Days after the date of the provision of the information referred to in clause 10.4(a)(4) to provide a matching or superior counter-proposal to the terms of the actual, proposed or potential Competing Proposal; and

(6) the SPAC has not announced or otherwise formally proposed to Carbon Revolution a matching or superior counter-proposal to the terms of the actual, proposed or potential Competing Proposal by the expiry of the five Business Day period in clause 10.4(a)(5).

(b) If the SPAC proposes to Carbon Revolution, or announces amendments to the Scheme or a new proposal that constitutes a matching or superior proposal to the actual, proposed or potential Competing Proposal (SPAC Counterproposal) by the expiry of the five Business Day period in clause 10.4(a)(5), Carbon Revolution must procure that the Carbon Revolution Board considers the SPAC Counterproposal and if the Carbon Revolution Board, acting reasonably and in good faith, determines that the SPAC Counterproposal would provide an equivalent or superior outcome for Carbon Revolution Shareholders as a whole compared with the Competing Proposal, taking into account all of the terms and conditions of the SPAC Counterproposal, then Carbon Revolution and SPAC must use their best endeavours to agree the amendments to this deed, the Scheme and the Deed Poll (as applicable) that are reasonably necessary to reflect the SPAC Counterproposal and to implement the SPAC Counterproposal, in each case as soon as reasonably practicable, and Carbon Revolution must procure that each of the Carbon Revolution Board Members continues to recommend the Transaction (as modified by the SPAC Counterproposal) to Carbon Revolution Shareholders.

For the purposes of this clause 10.4, each successive material modification of any Competing Proposal or potential Competing Proposal will constitute a new Competing Proposal or potential Competing Proposal, and the procedures set out in this clause 10.4 must again be followed prior to any Carbon Revolution Group Member entering into any agreement,arrangement, understanding or commitment in respect of such Competing Proposal or potential Competing Proposal.

(c) Despite any other provision in this deed, a statement by Carbon Revolution or the Carbon Revolution Board to the effect that:

(1) the Carbon Revolution Board has determined that a Competing Proposal is a Superior Proposal and has commenced the matching right process set out in this clause 10.4; or

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10     Exclusivity

(2) Carbon Revolution Shareholders should take no action pending the completion of the matching right process set out in this clause 10.4 (provided that Carbon Revolution uses its best endeavours to procure that the Carbon Revolution Board publicly re-affirms its recommendation in favour of the Transaction when making any such statement),

does not of itself:

(3) constitute a change, withdrawal, modification or qualification of the recommendation by the Carbon Revolution Board Members or an endorsement of a Competing Proposal;

(4) contravene this deed;

(5) give rise to an obligation to pay the Reimbursement Fee under clause 11.2; or

(6) give rise to a termination right under clause 12.1.

10.5 No current discussions regarding a Competing Proposal or SPAC Competing Transaction

Each of Carbon Revolution and the SPAC represents and warrants that, as at the date of this deed it and each of its Related Bodies Corporate:

(a) is not a party to any agreement, arrangement or understanding with a Third Party entered into for the purpose of facilitating any actual, proposed or potential Competing Proposal or SPAC Competing Transaction (as applicable);

(b) is not directly or indirectly participating in any discussions, negotiations or other communications, and has terminated any existing discussions, negotiations or other communications, in relation to any actual, proposed or potential Competing Proposal or SPAC Competing Transaction (as applicable), or which could reasonably be expected to lead to a Competing Proposal or SPAC Competing Transaction (as applicable); and

(c) has ceased to provide or make available any non-public information to a Third Party where such information was provided for the purpose of facilitating, or could reasonably be expected to lead to, a Competing Proposal or SPAC Competing Transaction (as applicable).

10.6 Compliance with law

(a) If it is finally determined by a court, or the Takeovers Panel, that the agreement by the parties under this clause 10 or any part of it:

(1) constituted, or constitutes, or would constitute, a breach of the fiduciary or statutory duties of the Carbon Revolution Board;

(2) constituted, or constitutes, or would constitute, ‘unacceptable circumstances’ within the meaning of the Corporations Act; or

(3) was, or is, or would be, unlawful for any other reason,

then, to that extent (and only to that extent) Carbon Revolution or the SPAC (as applicable) will not be obliged to comply with that provision of clause 10.

(b) The parties:

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10     Exclusivity

(1) must not make or cause to be made, any application to a court or the Takeovers Panel for or in relation to a determination referred to in this clause 10.6; and

(2) if any such application is made by a Third Party, use reasonable endeavours to defend or resist such application.

10.7 Provision of information

(a) Subject to clause 10.7(b), during the Exclusivity Period, Carbon Revolution must as soon as possible and in any event within two Business Days of it being disclosed or provided to a Third Party, make available to the SPAC:

(1) in the case of written materials, a copy of; and

(2) in any other case, a written statement of,

any material non-public information about the business or affairs of any member of the Carbon Revolution Group disclosed or otherwise provided to a Third Party in connection with such Third Party formulating, developing, or finalising, or assisting in the formulation, development or finalisation by that Third Party of, an actual, proposed or potential Competing Proposal, which has not previously been provided to the SPAC.

(b) During the Exclusivity Period, Carbon Revolution must not, and must ensure that each of its Related Persons and Related Bodies Corporate and the Related Persons of those Related Bodies Corporate do not, directly or indirectly disclose or otherwise provide or make available any non-public information about the business or affairs of the Carbon Revolution Group to a Third Party in connection with an actual, proposed or potential Competing Proposal unless:

(1) permitted by clause 10.2; and

(2) before that information is disclosed or otherwise provided or made available to that Third Party, the Third Party has entered into a confidentiality agreement with Carbon Revolution that contains obligations on the Third Party that are on no less onerous terms in any material respect than the obligations of the SPAC under the Confidentiality Agreement.

10.8 Usual provision of information

Nothing in this clause 10 prevents Carbon Revolution from:

(a) making presentations or providing information to, engaging or negotiating the terms of any transaction with, Third Parties for the purposes of obtaining the Bridge Financing;

(b) providing any information to its Related Persons;

(c) providing any information to any Government Agency;

(d) providing any information required to be provided by any applicable law, including to satisfy its obligations under the Listing Rules or to any Government Agency;

(e) providing any information to its auditors, customers, financiers, joint venturers and suppliers acting in that capacity in the ordinary course of business; or

(f) making presentations to, or responding to enquiries from, brokers, portfolio investors, analysts and other third parties, and engaging with financiers and potential financiers, in the ordinary course of business or promoting the merits of the Transaction.

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11     Reimbursement Fee

11 Reimbursement Fee

11.1 Background to Reimbursement Fee

(a) The SPAC and Carbon Revolution acknowledge that, if they enter into this deed and the Scheme is subsequently not implemented, each of them will incur significant costs, including those set out in clause 11.5.

(b) In the circumstances referred to in clause 11.1(a), each of Carbon Revolution and the SPAC has requested from the other party that provision be made for the payments outlined in clause 11.2 and 11.3 (as applicable), without which neither of them would have entered into this deed or otherwise agreed to implement the Scheme.

(c) Each of the SPAC and Carbon Revolution acknowledges having taken advice from its external legal advisers and Financial Adviser, that the implementation of the Scheme will provide benefits to it and its Shareholders and that it is appropriate for them to agree to the payments referred to in clause 11.2 and 11.3 (as applicable) in order to secure the other party’s participation in the Transaction.

11.2 SPAC Reimbursement Fee triggers

Subject to this clause 11, Carbon Revolution must pay the Reimbursement Fee to the SPAC under this clause 11.2 and in accordance with clause 11.4 if:

(a) during the Exclusivity Period, one or more Carbon Revolution Board Members:

(1) withdraws, adversely changes, adversely modifies or adversely qualifies their support of the Scheme or their recommendation that Carbon Revolution Shareholders vote in favour of the Scheme;

(2) fails to recommend that Carbon Revolution Shareholders vote in favour of the Scheme in the manner described in clause 5.11;

(3) makes a public statement:

(A) to the effect that he or she no longer supports the Scheme or the Transaction; or

(B) supporting, endorsing or recommending (including support by way of accepting or voting, or by way of stating an intention to accept or vote, in respect of any Director Carbon Revolution Shares) a Competing Proposal (whether or not such proposal is stated to be subject to any pre-conditions),

unless:

(4) the Independent Expert concludes in the Independent Expert’s Report (or any update of, or revision, amendment or supplement to, that report) that the Scheme and Capital Reduction are not in the best interest of Carbon Revolution Shareholders (except where that conclusion is due to the existence, announcement or publication of a Competing Proposal), provided that any Carbon Revolution Board Member’s change of recommendation must only occur after the Independent Expert provides a report to Carbon Revolution (including either the Independent Expert’s Report or any update of, or any revision, amendment or supplement to, that report) that concludes that the Scheme is not in the best interest of Carbon Revolution Shareholders;

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11     Reimbursement Fee

(5) the failure to recommend, or the change to or withdrawal of a recommendation to vote in favour of the Scheme occurs because of a requirement or request by a court or a Government Agency that one or more Carbon Revolution Board Members abstain or withdraw from making a recommendation that Carbon Revolution Shareholders vote in favour of the Scheme after the date of this deed due to a conflict of interest or duty or due to a material personal interest;

(6) Carbon Revolution is entitled to terminate this deed pursuant to clause 12.1(a) or 12.1(d), and has given the appropriate termination notice to the SPAC;

(7) this deed is terminated in accordance with clause 12.2; or

(8) Carbon Revolution is entitled to terminate this deed pursuant to clause 3.4 and has given the appropriate termination notice to the SPAC;

provided that, for the avoidance of doubt, a statement made by Carbon Revolution or the Carbon Revolution Board to the effect that no action should be taken by Carbon Revolution Shareholders pending the assessment of a Competing Proposal by the Carbon Revolution Board or the completion of the matching right process set out in clause 10.4 will not require Carbon Revolution to pay the Reimbursement Fee to the SPAC, provided that Carbon Revolution uses its best endeavours to procure that the Carbon Revolution Board publicly re-affirms its recommendation in favour of the Transaction when making any such statement;

(b) a Competing Proposal of any kind is announced during the Exclusivity Period (whether or not such proposal is stated to be subject to any pre-conditions) and, within 12 months of the date of such announcement, the Third Party or any Associate of that Third Party:

(1) completes a Competing Proposal of a kind referred to in any of paragraphs 2, 3 or 4 of the definition of Competing Proposal; or

(2) enters into an agreement, arrangement or understanding with Carbon Revolution, with another member of the Carbon Revolution Group or with the board of directors of any of the foregoing entities, which is of the kind referred to in paragraph 5 of the definition of Competing Proposal;

(c) the SPAC has terminated this deed pursuant to:

(1) 12.1(a)(1) or clause 12.1(b); or

(2) clause 3.4, as a result of any of the following Conditions Precedent not being satisfied: 3.1(f) (No Carbon Revolution Prescribed Occurrence), 3.1(h) (No MergeCo Prescribed Occurrence), 3.1(t) (MergeCo Representations and Warranties), 3.1(s) (Carbon Revolution Representations and Warranties),

and the Transaction does not complete;

(d) the Court fails to approve the terms of the Scheme for which the approval of the requisite Carbon Revolution Shareholders has been obtained as a result of a material non-compliance by Carbon Revolution with any of its obligations under this deed; or

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11     Reimbursement Fee

(e) the Scheme becomes Effective but the Merger does not occur due to a breach by Carbon Revolution or MergeCo of its obligations under this deed, the Scheme, the Deed Poll or the BCA.

11.3 Carbon Revolution Reimbursement Fee triggers

Subject to this clause 11, SPAC must pay the Reimbursement Fee to Carbon Revolution under this clause 11.3 and in accordance with clause 11.4 if:

(a) during the Exclusivity Period, one or more SPAC Board Members:

(1) withdraws, adversely changes, adversely modifies or adversely qualifies their support of the Transaction or their recommendation that SPAC Shareholders vote in favour of the SPAC Proposals and SPAC Extension Proposals; or

(2) fails to recommend that SPAC Shareholders vote in favour of the SPAC Proposals and SPAC Extension Proposals in the manner described in clause 5.12; or

(3) makes a public statement:

(A) to the effect that he or she no longer supports the Transaction; or

(B) supporting, endorsing or recommending (including support by way of accepting or voting, or by way of stating an intention to accept or vote in respect of any SPAC Shares held by that SPAC Board Member (or in respect of which that SPAC Board Member controls the exercise of any voting rights attaching to the SPAC Shares)) a SPAC Competing Transaction (whether or not such proposal is stated to be subject to any pre-conditions);

(b) a SPAC Competing Transaction of any kind is announced during the Exclusivity Period (whether or not such proposal is stated to be subject to any pre-conditions) and, within 12 months of the date of such announcement a SPAC Competing Transaction completes;

(c) Carbon Revolution is entitled to terminate this deed and has terminated this deed having given the appropriate termination notice to the SPAC pursuant to:

(1) clause 12.1(a)(1);

(2) clause 12.1(d); or

(3) clause 3.4, as a result of any of the following Conditions Precedent not being satisfied: 3.1(g) (No SPAC Prescribed Occurrence), 3.1(m)(Transaction Documents); 3.1(q) (CEF Agreement) and 3.1(u) (SPAC Representations and Warranties);

(d) the Scheme becomes Effective but the Merger does not occur due to a breach by the SPAC of its obligations under this deed, the Scheme, the Deed Poll or the BCA; or

(e) the Court fails to approve the terms of the Scheme for which the approval of the requisite Carbon Revolution Shareholders has been obtained as a result of a material non-compliance by the SPAC with any of its obligations under this deed.

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11.4 Payment of Reimbursement Fee

(a) A demand by a party for payment of the Reimbursement Fee under clause 11.2 or clause 11.3 must:

(1) be in writing;

(2) be made after the occurrence of the event in that clause giving rise to the right to payment;

(3) state the circumstances which give rise to the demand;

(4) include the information and evidence required by clause 11.5; and

(5) nominate an account in the name of the party to whom the Reimbursement Fee is to be paid.

(b) Carbon Revolution must pay the Reimbursement Fee into the account nominated by the SPAC, without set-off or withholding, within five Business Days after receiving a demand for payment where the SPAC is entitled under clause 11.2 to the Reimbursement Fee.

(c) The SPAC must pay the Reimbursement Fee into the account nominated by Carbon Revolution, without set-off or withholding, within five Business Days after receiving a demand for payment where Carbon Revolution is entitled under clause 11.3 to the Reimbursement Fee.

11.5 Basis of Reimbursement Fee

The Reimbursement Fee has been calculated to reimburse the party claiming the Reimbursement Fee (Recipient) for costs including the following:

(a) fees for legal, financial and other professional advice in planning and implementing the Transaction (excluding success fees);

(b) reasonable opportunity costs incurred in engaging in the Transaction or in not engaging in other alternative acquisitions or strategic initiatives;

(c) costs of management and directors’ time in planning and implementing the Transaction;

(d) out of pocket expenses incurred by the Recipient and the Recipient’s employees, advisers and agents in planning and implementing the Transaction;

(e) any damage to the Recipient’s reputation associated with a failed transaction and the implications of that damages to the Recipient’s business,

and the parties agree that:

(f) the costs actually incurred by the Recipient will be of such a nature that they cannot all be accurately ascertained; and

(g) the Reimbursement Fee is a genuine and reasonable pre-estimate of those costs.

11.6 Compliance with law

(a) If it is finally determined by a court, or the Takeovers Panel, that the agreement by the parties under this clause 11 or any part of it:

(1) constituted, or constitutes, or would constitute, ‘unacceptable circumstances’ within the meaning of the Corporations Act; or

(2) was, or is, or would be, unlawful for any other reason,

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then, to that extent (and only to that extent) Carbon Revolution or the SPAC (as applicable) will not be obliged to pay the Reimbursement Fee. For the avoidance of doubt, any part of the Reimbursement Fee that would not constitute unacceptable circumstances or that is not unenforceable or unlawful (as applicable) must be paid by the Reimbursing Party.

(b) The parties:

(1) must not make or cause to be made, any application to a court or the Takeovers Panel for or in relation to a determination referred to in this clause 11.6; and

(2) if any such application is made by a Third Party, use reasonable endeavours to defend or resist such application.

11.7 Reimbursement Fees payable only once

(a) Where the Reimbursement Fee becomes payable to the SPAC under clause 11.2 and is actually paid to the SPAC, the SPAC cannot make any claim against Carbon Revolution for payment of any subsequent Reimbursement Fee.

(b) Where the Reimbursement Fee becomes payable to Carbon Revolution under clause 11.3 and is actually paid to Carbon Revolution, Carbon Revolution cannot make any claim against the SPAC for payment of any subsequent Reimbursement Fee.

11.8 Other Claims

(a) Despite anything to the contrary in this deed or the BCA, the maximum aggregate amount which Carbon Revolution is required to pay in relation to this deed and the BCA (including as a result of any breach of this deed or the BCA by Carbon Revolution or any other Claim) is the amount of the Reimbursement Fee and in no event will the aggregate liability of Carbon Revolution under or in connection with this deed and the BCA or any Claim exceed the amount of the Reimbursement Fee.

(b) Despite anything to the contrary in this deed or the BCA, the maximum aggregate amount which the SPAC is required to pay in relation to this deed and the BCA (including as a result of any breach of this deed or the BCA by the SPAC or any other Claim) is the amount of the Reimbursement Fee and in no event will the aggregate liability of the SPAC under or in connection with this deed and the BCA or any Claim exceed the amount of the Reimbursement Fee.

11.9 Exclusive remedy

(a) Where the Reimbursement Fee is paid to the SPAC under clause 11.2 (or would be payable if a demand was made), the SPAC cannot make any Claim (other than a claim for specific performance) against Carbon Revolution or the Carbon Revolution Indemnified Parties in relation to the event or occurrence referred to in clause 11.2.

(b) Where the Reimbursement Fee is paid to Carbon Revolution under clause 11.3 (or would be payable if a demand was made), Carbon Revolution cannot make any Claim (other than a claim for specific performance) against the SPAC or the SPAC Indemnified Parties in relation to the event or occurrence referred to in clause 11.3.

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11.10 No Reimbursement Fee if Scheme Effective

Despite anything to the contrary in this deed except clause 11.3(d), the Reimbursement Fee will not be payable by either party if the Scheme becomes Effective and if the Reimbursement Fee has already been paid it must be refunded by the recipient.

11.11 Claims under the Deed Poll

Nothing in this clause 11 or otherwise in this deed limits the liability of MergeCo in connection with a breach of the Deed Poll.

12 Termination

12.1 Termination for material breach

(a) Carbon Revolution or the SPAC may terminate this deed by written notice to the other parties:

(1) at any time before 8.00am on the Second Court Date, if:

(A) the SPAC (in the case of a termination by Carbon Revolution); or

(B) Carbon Revolution, MergeCo or Merger Sub (in the case of termination by the SPAC),

has materially breached this deed or the BCA , the party entitled to terminate has given written notice to the party in breach of this deed or the BCA setting out the relevant circumstances and stating an intention to terminate this deed, and the party in breach has failed to remedy the breach within 10 Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) after the date on which the notice is given;

(2) at any time before 8.00am on the Second Court Date if the Court or another Australian, United States or Irish Government Agency (including any other court) has taken any action permanently restraining or otherwise prohibiting or preventing the Transaction, or has refused to do anything necessary to permit the Transaction to be implemented by the End Date, and the action or refusal has become final and cannot be appealed or reviewed or the party, acting reasonably, believes that there is no realistic prospect of an appeal or review succeeding by the End Date;

(3) in the circumstances set out in, and in accordance with, clause 3.4;

(4) if the Effective Date for the Scheme has not occurred, or will not occur, on or before the End Date; or

(5) if Carbon Revolution Shareholders have not agreed to the Scheme and Capital Reduction at the Scheme Meeting by the requisite majorities and notice is not given or sent under clause 3.4(d).

(b) the SPAC may terminate this deed by written notice to Carbon Revolution and MergeCo at any time before 8.00am on the Second Court Date if:

(1) there is a Carbon Revolution Prescribed Occurrence or Carbon Revolution Regulated Event;

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(2) any Carbon Revolution Board Member:

(A) fails to recommend the Scheme and the Capital Reduction;

(B) withdraws, adversely changes, adversely modifies or adversely qualifies their support of the Scheme or their recommendation that Carbon Revolution Shareholders vote in favour of the Scheme; or

(C) makes a public statement indicating that he or she no longer recommends the Transaction or recommends, supports or endorses another transaction (including any Competing Proposal but excluding a statement that no action should be taken by Carbon Revolution Shareholders pending assessment of a Competing Proposal by the Carbon Revolution Board or the completion of the matching right process set out in clause 10.4),

other than where any Carbon Revolution Board Member is required or requested by a court or Government Agency to abstain or withdraw from making a recommendation that Carbon Revolution Shareholders vote in favour of the Scheme after the date of this deed; or

(3) if in any circumstances (including, for the avoidance of doubt, where permitted by clause 10.4) Carbon Revolution enters into any legally binding agreement, arrangement or understanding giving effect to any actual, proposed or potential Competing Proposal.

(c) Carbon Revolution may terminate this deed by written notice to the SPAC and MergeCo at any time before 8.00am on the Second Court Date if the Carbon Revolution Board or a majority of the Carbon Revolution Board has changed, withdrawn, modified or qualified its recommendation as permitted under clause 5.11 disregarding for these purposes any statement that no action should be taken by Carbon Revolution Shareholders pending assessment of a Competing Proposal by the Carbon Revolution Board or the completion of the matching right process set out in clause 10.4.

(d) Carbon Revolution may terminate this deed by written notice to the SPAC and MergeCo:

(1) if there is a SPAC Prescribed Occurrence;

(2) anySPAC Board Member:

(A) fails to recommend the Transaction or that SPAC Shareholders vote in favour of the SPAC Proposals and SPAC Extension Proposals in the manner described in clause 5.12;

(B) withdraws, adversely changes, adversely modifies or adversely qualifies their support of the Transaction or their recommendation that SPAC Shareholders vote in favour of the SPAC Proposals and SPAC Extension Proposals; or

(C) makes a public statement to the effect that he or she no longer supports the Transaction or supporting, endorsing or recommending (including support by way of accepting or voting, or by way of stating an intention to accept or vote in respect of any SPAC Shares held by that SPAC Board Member (or in respect of which that SPAC Board Member controls the exercise of any voting rights attaching to the SPAC Shares)) a SPAC Competing Transaction (whether or not such proposal is stated to be subject to any pre-conditions),

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other than where the SPAC Board is required or requested by a court or Government Agency to abstain or withdraw from making a recommendation that SPAC Shareholders vote in favour of the SPAC Proposals and SPAC Extension Proposals after the date of this deed;

(3) if in any circumstances the SPAC enters into any legally binding agreement, arrangement or understanding giving effect to any actual, proposed or potential SPAC Competing Transaction; or

(4) if by 8 March 2023 the SPAC has not obtained SPAC Shareholder approval to extend the deadline for completing a business combination (as set forth in its Amended and Restated Memorandum and Articles of Association, effective 3 March 2021) as necessary to at least 31 May 2023 or such other date as the parties reasonably agree, or if, following exercise by SPAC Shareholders of their Redemption Rights in accordance with the SPAC Memorandum and Articles of Association in connection with the approval of the SPAC Extension Proposal, the SPAC fails to continue to satisfy the continued listing standards of the NYSE, NYSE American or NASDAQ or would not continue to satisfy such continued listing standards until the Implementation Date, including the Continued Listing Criteria applicable to “Acquisition Companies” set forth in Section 802.01 of the NYSE Listed Company Manual.

12.2 Other termination events

(a) This deed is terminable if agreed to in writing by the SPAC and Carbon Revolution.

(b) This deed terminates automatically, with immediate effect, if the BCA has been terminated in accordance with its terms.

12.3 Effect of termination

If this deed is terminated by a party under clauses 3.4, 12.1 or 12.2:

(a) each party will be released from its obligations under this deed, except that this clause 12.3, and clauses 1, 6.4 to 6.7, 7, 9, 11, 13, 14, 15 and 16 (except 16.9), will survive termination and remain in force;

(b) each party will retain the rights it has or may have against the other parties in respect of any past breach of this deed; and

(c) in all other respects, all future obligations of the parties under this deed will immediately terminate and be of no further force and effect including any further obligations in respect of the Scheme.

12.4 Termination

Where a party has a right to terminate this deed, that right for all purposes will be validly exercised if the party delivers a notice in writing to the other parties stating that it terminates this deed and the provision under which it is terminating this deed.

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12.5 No other termination

Neither party may terminate or rescind this deed except as permitted under clauses 3.4, 12.1 or 12.2.

13 Duty, costs and expenses

13.1 Stamp duty

MergeCo:

(a) must pay all stamp duties and any fines and penalties with respect to stamp duty in respect of this deed or the Scheme or the steps to be taken under this deed or the Scheme; and

(b) indemnifies Carbon Revolution against any liability arising from its failure to comply with clause 13.1(a).

13.2 Costs and expenses

Except as otherwise provided in this deed or the BCA, each party must pay its own costs and expenses in connection with the negotiation, preparation, execution, delivery and performance of this deed and the proposed, attempted or actual implementation of this deed and the Transaction.

14 GST

(a) Any consideration or amount payable under this deed, including any non-monetary consideration (as reduced in accordance with clause if required) (Consideration) is exclusive of GST.

(b) Unless stated otherwise, all monetary amounts specified in this deed are specified exclusive of GST.

(c) If GST is or becomes payable on a Supply made under or in connection with this deed, an additional amount (Additional Amount) is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on that Supply as calculated by the party making the Supply (Supplier) in accordance with the GST Law.

(d) The Additional Amount payable under clause 14(c) is payable at the same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice. However, the Additional Amount is only payable on receipt of a valid Tax Invoice.

(e) If for any reason (including the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under clause 14(c):

(1) the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as applicable;

(2) the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and

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(3) the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within seven days after receiving such notification, as applicable. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event.

(f) Despite any other provision in this deed if an amount payable under or in connection with this deed (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred.

(g) Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of a GST Group of which the party is a member is entitled.

(h) Any term starting with a capital letter in this clause 14 that is not defined in this clause 14 has the same meaning as the term has in the A New Tax System (Goods & Services Tax) Act 1999 (Cth).

15 Notices

15.1 Form of Notice

A notice or other communication to a party under this deed (Notice) must be:

(a) in writing and in English; and

(b) addressed to that party in accordance with the details nominated below (or any alternative details nominated to the sending party by Notice):

Party	Address	Addressee	Email
Carbon evolution or MergeCo 75 Pigdons Road, Warn Ponds VIC 3126 Australia	David Nock, General Counsel and Company Secretary	David Nock	david.nock@carbonrev.com
with a copy to: Herbert Smith Freehills	Level 24, 80 Collins St, Melbourne VIC 3000	Michael Ziegelaar Alex Mackinnon	michael.ziegelaar@hsf.com alexander.mackinnon@hsf.com

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Party	Address	Addressee	Email
SPAC	999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108	William P Russell Jr; Sanjay Morey	wrussell@twinridgecapital.com; smorey@twinridgecapital.com
with a copy to:  Kirkland & Ellis	601 Lexington Avenue New York, NY 10022 Kirkland & Ellis 609 Main St Houston, TX 77002	Peter Seligson Adam Larson Rami Totari	peter.segilson@kirkland.com; adam.larson@kirkland.com; rami.totari@kirkland.com

15.2 How Notice must be given and when Notice is received

(a) A Notice must be given by one of the methods set out in the table below.

(b) A Notice is regarded as given and received at the time set out in the table below.

However, if this means the Notice would be regarded as given and received:

(c) on a day that is not a Business Day, the Notice will instead be regarded as given and received at 9.00am on the next Business Day (or 8.00am if the next Business Day is the Second Court Date); or

(d) outside the period between 9.00am and 5.00pm (addressee’s time) on a Business Day (business hours period), then, other than in respect of any Notice given on, and prior to 8.00am on, the Second Court Date, the Notice will instead be regarded as given and received at the start of the following business hours period.

Method of giving Notice	When Notice is regarded as given and received
By email to the nominated email address	The first to occur of: 1           the sender receiving an automated message confirming delivery; or 2           two hours after the time that the email was sent (as recorded on the device from which the email was sent)   provided that the sender does not, within the period, receive an automated message that the email has not been delivered.

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15.3 Notice must not be given by electronic communication

A Notice must not be given by electronic means of communication (other than email as permitted in clause 15.2).

16 General

16.1 Governing law and jurisdiction

(a) This deed is governed by the law in force in Victoria, Australia.

(b) Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this deed. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

16.2 Service of process

(a) Without preventing any other mode of service, any document in an action (including any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of Notices under clause 15.

(b) The SPAC irrevocably appoints Ashurst Australia (whose details are below) as its agent for the service of process in Australia in relation to any matter arising out of this deed. If Ashurst Australia ceases to be able to act as such or have an address in Australia, the SPAC agrees to appoint a new process agent in Australia and deliver to the other parties within 5 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this deed. The SPAC must inform the other parties in writing of any change in the address of its process agent within 20 Business Days of the change.

Process Agent details

Ashurst Australia

Level 16, 80 Collins Street, South Tower Melbourne VIC 3000 Australia

Tel +61 3 9679 3000

Fax +61 3 9679 3111

John.Brewster@ashurst.com / brooke.coghlan@ashurst.com

(c) MergeCo irrevocably appoints Carbon Revolution as its agent for the service of process in Australia in relation to any matter arising out of this deed. If Carbon Revolution ceases to be able to act as such or have an address in Australia, MergeCo agrees to appoint a new process agent in Australia and deliver to the other parties within 5 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this deed. MergeCo must inform the other parties in writing of any change in the address of its process agent within 20 Business Days of the change.

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16.3 No merger

The rights and obligations of the parties do not merge on completion of the Transaction. They survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the Transaction.

16.4 Invalidity and enforceability

(a) If any provision of this deed is invalid under the law of any jurisdiction the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.

(b) Clause 16.4(a) does not apply where enforcement of the provision of this deed in accordance with clause 16.4(a) would materially affect the nature or effect of the parties’ obligations under this deed.

16.5 Waiver

No party to this deed may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

The meanings of the terms used in this clause 16.5 are set out below.

Term	Meaning
conduct	includes delay in the exercise of a right.
right	any right arising under or in connection with this deed and includes the right to rely on this clause.
waiver	includes an election between rights and remedies, and conduct which might otherwise give rise to an estoppel.

16.6 Variation

A variation of any term of this deed must be in writing and signed by the parties.

16.7 Assignment of rights

(a) A party may not assign, novate, declare a trust over or otherwise transfer or deal with any of its rights or obligations under this deed without the prior written consent of the other parties or as expressly provided in this deed.

(b) A breach of clause 16.7(a) by a party shall be deemed to be a material breach for the purposes of clause 12.1(a)(1).

(c) Clause 16.7(b) does not affect the construction of any other part of this deed.

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16.8 No third party beneficiary

This deed shall be binding on and inure solely to the benefit of each party to it and each of their respective permitted successors and assigns, and nothing in this deed is intended to or shall confer on any other person, other than the SPAC Indemnified Parties and the Carbon Revolution Indemnified Parties, in each case to the extent set forth in clause 6 and clause 7, any third party beneficiary rights.

16.9 Further action to be taken at each party’s own expense

Each party must, at its own expense, do all things and execute all documents necessary to give full effect to this deed and the transactions contemplated by it.

16.10 Entire agreement

This deed (including the documents in the Attachments to it), the BCA and the Confidentiality Agreement state all the express terms agreed by the parties in respect of their subject matter. They supersede all prior discussions, negotiations, understandings and agreements in respect of their subject matter.

16.11 Counterparts

(a) This deed may be executed in any number of counterparts.

(b) This deed is binding on the parties on the exchange of duly executed counterparts.

(c) The parties agree that a copy of an original executed counterpart sent by email to the email address of the other parties specified in clause 15 instead of the original is sufficient evidence of the execution of the original and may be produced in evidence for all purposes in place of the original.

16.12 Relationship of the parties

(a) Nothing in this deed gives a party authority to bind any other party in any way.

(b) Nothing in this deed imposes any fiduciary duties on a party in relation to any other party.

16.13 Remedies cumulative

Except as provided in this deed and permitted by law, the rights, powers and remedies provided in this deed are cumulative with, and not exclusive of, the rights, powers and remedies provided by law independently of this deed.

16.14 Exercise of rights

(a) Unless expressly required by the terms of this deed, a party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this deed.

(b) A party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this deed. Any conditions must be complied with by the party relying on the consent, approval or waiver.

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Schedules

Table of contents
Definitions and interpretation	60
SPAC Representations and Warranties	88
Carbon Revolution Representations and Warranties	95
MergeCo Representations and Warranties	107
Part 1 - Carbon Revolution capital structure	109
Part 2 – MergeCo and Merger Sub capital structure	109

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Schedule 1

Definitions and interpretation

1 Definitions

1.1 Definitions

Term	Meaning
Accounting Standards	the accounting standards required under the Corporations Act and the requirements of the Corporations Act about the preparation and contents of financial reports (including the Approved Accounting Standards issued by the Australian Accounting Standards Board) and other mandatory professional reporting requirements issued by the joint accounting bodies (including the Australian Accounting Standards issued either jointly by CPA Australia and the Institute of Chartered Accountants in Australia or by the Australian Accounting Research Foundation on behalf of CPA Australia and the Institute of Chartered Accountants in Australia).
Adviser	any individual who is engaged to provide professional advice (including accounting, consulting, financial or legal advice).
ASIC	the Australian Securities and Investments Commission.
Associate	has the meaning set out in section 12 of the Corporations Act as if subsection 12(1) of the Corporations Act included a reference to this deed and the designated body was the body in this deed with reference to whom the associate reference was being interpreted.
ASX	ASX Limited ABN 98 008 624 691 and, where the context requires, the financial market that it operates.
ATO Ruling	the class ruling sought by Carbon Revolution from the Commissioner of Taxation confirming the availability of scrip-for-scrip rollover relief under Subdivision 124-M of the Tax Act for eligible Scheme Shareholders in respect of the exchange of the Carbon Revolution Shares for MergeCo Shares pursuant to the Scheme.

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Definitions and interpretation

Term	Meaning
Authorisations	any approval, licence, consent, authority or permit.
BCA	the Business Combination Agreement entered into between Carbon Revolution, MergeCo, Merger Sub and the SPAC on or about the date of this deed.
Bridge Financing	the issuance of equity, debt, convertible securities or any similar security by the Carbon Revolution Group and/or MergeCo or the entry by the Carbon Revolution Group and/or MergeCo into any other transaction or arrangement with the primary purpose of providing up to USD$30 million worth of funding to the Carbon Revolution Group between the date of this deed and the Implementation Date.
Business Day	a business day that is not a Saturday, Sunday or a public holiday or bank holiday in Victoria, Australia; Delaware, United States of America; or Dublin, Ireland.
Capital Reduction	the equal reduction of capital under section 256B of the Corporations Act, pursuant to which all Carbon Revolution Shares are to be cancelled in accordance with the terms of the Capital Reduction Resolution.
Capital Reduction Resolution	the resolution of Carbon Revolution Shareholders to approve the Capital Reduction.
Carbon Revolution Board	the board of directors of Carbon Revolutionand a Carbon RevolutionBoard Member means any director of Carbon Revolutioncomprising part of the Carbon RevolutionBoard.
Carbon Revolution Group	Carbon Revolutionand each of its Subsidiaries, and a reference to a Carbon RevolutionGroup Member or a member of the Carbon RevolutionGroup is to Carbon Revolution or any of its Subsidiaries.
Carbon Revolution Indemnified Parties	Carbon Revolution, its Subsidiaries and their respective directors, officers and employees.
Carbon Revolution Information	information regarding the Carbon RevolutionGroup prepared by Carbon Revolutionfor inclusion in the Scheme Booklet which for the avoidance of doubt comprises the entirety of the Scheme Booklet other than the SPAC Information, MergeCo Information, the Independent Expert’s Report, the Investigating Accountant’s Report or any description of the taxation effect of the Transaction on Scheme Shareholders prepared by an external adviser to Carbon Revolution.

page 61

Definitions and interpretation

Term	Meaning
Carbon Revolution Locked-Up Persons	each of: 1          James Douglas; 2          Jacob Dingle; 3          Lucia Cade; 4          Dale McKee; 5          Mark Bernard; 6          David Nock; 7          Gerard Buckle; 8          Ashley Denmead; 9          Jo Markham; 10        Andrew Higginbotham; 11        Ron Collins; 12        Dave French; 13        Sam Casabene; and 14        Jesse Kalkman.
Carbon Revolution Locked-Up Shareholders	has the meaning given in clause 5.5(a).
Carbon Revolution Material Adverse Effect	any event, change, condition matter, circumstance or thing occurring before, on or after the date of this deed which has, or would be reasonably likely to have, either individually or in aggregate with all such events, changes, conditions, matters, circumstances or things of a like kind that have occurred or are reasonably likely to occur, has had or would be reasonably likely to have an adverse effect on the consolidated net assets of the Carbon Revolution Group (taken as a whole and compared to what they would have been absent the event, change, condition, matter, circumstance or thing) of at least $20 million.
Carbon Revolution Nominees	each Carbon Revolution Board Member, each of whom has been nominated by Carbon Revolution for appointment to the MergeCo Board for the purposes of clause 5.10.

page 62

Definitions and interpretation

Term

Meaning

Carbon Revolution Prescribed Occurrence

other than as: 1     required, expressly permitted or expressly contemplated by this deed, the Transaction or the transactions contemplated by either; 2     Fairly Disclosed in the Disclosure Materials; or 3     agreed to in writing by the SPAC, 4     required by any applicable law, regulation or contract disclosed in the Disclosure Materials; or 5     Fairly Disclosed by Carbon Revolution in an announcement made by Carbon Revolution to ASX in the one year period prior to the date of this deed, the occurrence of any of the following: 6     Carbon Revolution converting all or any of its shares into a larger or smaller number of shares; 7     a Carbon RevolutionGroup Member resolving to reduce its share capital in any way; 8     a Carbon RevolutionGroup Member:   •      entering into a buy-back agreement; or   •      resolving to approve the terms of a buy-back agreement under the Corporations Act; 9     a member of theCarbon Revolution Group issuing shares or securities convertible into shares, or granting a performance right or an option over its shares, or agreeing to make such an issue or grant such an option or performance right, other than:   •      in connection with the Bridge Financing;          •      to a directly or indirectly wholly-owned Subsidiary of Carbon Revolution for the purposes of implementing the Transaction;   •      on vesting or exercise of, or in respect of, a Carbon Revolution Performance Right; •      to any director or employee in accordance with existing arrangements or in the ordinary course (which existing arrangements or ordinary course remuneration cycle has been Fairly Disclosed in the Disclosure Materials); 10   a member of the Carbon RevolutionGroup disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property; 11   a member of the Carbon RevolutionGroup granting a Security Interest, or agreeing to grant a Security Interest, in the whole, or a substantial part, of its business or property(whether by way of a single transaction or a series of related transactions), other than in connection with existing facilities (or the refinancing of existing facilities), a lien which arises by operation of law or legislation securing an obligation that is not yet due, in connection with the Bridge Financing or in the ordinary course of business; or

page 63

Definitions and interpretation

Term	Meaning
	12   an Insolvency Event occurs in relation to a Carbon RevolutionGroup Member; or 13   a Carbon RevolutionGroup Member directly or indirectly authorises, commits or agrees to take any of the actions referred to in paragraphs 6 to 12 above.
Carbon Revolution Registry	Link Market Service Limited ACN 083 214 537.
Carbon Revolution Regulated Event	other than as: 1     required or permitted by clause 5.6(b) or any other provision of this deed, the Scheme or the transactions contemplated by either; 2     Fairly Disclosed in the Disclosure Materials; 3     agreed to in writing by the SPAC; 4     required by any applicable law, regulation, contract disclosed in the Disclosure Materials or by a Government Agency; 5     Fairly Disclosed by Carbon Revolution in an announcement made by Carbon Revolution to ASX in the one year period prior to the date of this deed; or 6     in the ordinary course of business, the occurrence of any of the following: 7     acquisitions and disposals: a member of the Carbon Revolution Group acquiring, leasing or disposing of any business, assets, entity or undertaking, whether in one or a number of transactions, where the amounts or the value involved, or reasonably expected to be involved, in such transaction or transactions exceeds US$5 million (individually or in aggregate); 8     capex: any member of the Carbon Revolution Group incurring, or committing to incur, in aggregate, capital expenditure which is, or is reasonably expected to be, in excess of US$5 million (other than any capital expenditure which has been Fairly Disclosed in the Disclosure Materials) or which has been committed under a contract entered into prior to the date of this deed; 9     disputes: a member of the Carbon Revolution Group: •      waiving any material third party default where the financial impact on the Carbon Revolution Group will be in excess of US$2.5 million (individually or in aggregate); or •      accepting as a compromise of a matter less than the full compensation due to a member of the Carbon Revolution Group where the financial impact of the compromise on the Carbon Revolution Group is more than US$2.5 million(individually or in aggregate),

page 64

Definitions and interpretation

Term

Meaning

other than as claimant in respect of the collection of trade debts arising in the ordinary course of the Carbon Revolution Group’s business; 10   Financial Indebtedness: a member of the Carbon Revolution Group incurring any additional, increasing any existing or issuing any additional Financial Indebtedness other than the increased utilisation of, draw down under or refinancing of existing facilities or in connection with the Bridge Financing or where any additional Financial Indebtedness is less than US$2 million; 11   financial accommodation: a member of the Carbon Revolution Group providing financial accommodation other than to members of the Carbon Revolution Group (irrespective of what form of Financial Indebtedness that accommodation takes); 12   accounting: a member of the Carbon Revolution Group changing any accounting method, practice or principle used by it, other than as a result of changes in generally accepted accounting standards or principles or the interpretation of any of them; 13   employees: a member of the Carbon Revolution Group •      entering into any new employment agreement, or terminating any employment agreement, with an individual in respect of which the aggregate annual non-discretionary compensation is greater than A$500,000, except pursuant to contractual arrangements or Carbon Revolution’s policies and guidelines in effect on the date of this deed (to the extent such arrangements, policies and guidelines are Fairly Disclosed in the Disclosure Materials); •      paying any bonus to, or increasing the compensation of, any officer or employee of any Carbon Revolution Group Member except where it is consistent with past practice and industry practice or pursuant to contractual arrangements or Carbon Revolution’s policies and guidelines in effect on the date of this deed (to the extent such arrangements, policies and guidelines are Fairly Disclosed in the Disclosure Materials)) (Relevant Bonuses and Increases), where the aggregate value of all such Relevant Bonuses and Increases exceeds US$1 million per annum; •      granting to any officer or employee of any Carbon Revolution Group Member any severance, termination or retention pay or superannuation entitlements (or increasing any such existing entitlements) except pursuant to contractual arrangements on Carbon Revolution’s policies and guidelines in effect on the date of this deed (to the extent such arrangements, policies and guidelines are Fairly Disclosed in the Disclosure Materials), or required by law or the terms of an award or enterprise bargaining agreement or Australian workplace agreement (or an equivalent or similar agreement or arrangement in any other jurisdiction); or •      establishing, adopting, entering into or amending in any material respect any enterprise bargaining agreement of any Carbon Revolution Group Member or relating to the officers or employees of any Carbon Revolution Group Member;

page 65

Definitions and interpretation

Term	Meaning
	14   new lines of business: a member of the Carbon Revolution Groupcommencing business activities not already carried out as at the date of this deed, whether by way of acquisition or otherwise; 15   tax elections: a member of the Carbon Revolution Group makes, changes or revokes any material Tax election or settles or compromises any material liability relating to a Tax dispute, files any amendment to a material Tax Return, enters into any Tax sharing, indemnification, allocation or similar agreement or arrangement, or consents to any extension or waiver of the limitation period applicable to or relating to any Tax audit, dispute, litigation or other proceeding; 16   related party transactions: a member of the Carbon Revolution Group entering into, or resolving to enter into, a transaction with any related party of Carbon Revolution (other than a related party which is a member of the Carbon Revolution Group), as defined in section 228 of the Corporations Act (excluding any transaction involving paying amounts or conferring benefits to directors of Carbon Revolution in accordance with their employment or engagement terms or their statutory or other entitlements); or 17   advisor arrangements: a member of the Carbon Revolution Group amending in any respect which is materially adverse to Carbon Revolution any arrangement with its Financial Adviser, or entering into arrangements with a new Financial Adviser, in respect of the Transaction, provided that where any paragraph in this definition refers to a dollar amount, that amount will be increased if the parties agree, for the purposes of clause 5.1, to an Implementation Date that is later than the Implementation Date set out in the Timetable, according to the formula A=N*B/C, where: A = the increased dollar amount; N = the dollar amount set out in the relevant paragraph above; B = the number of days from the date of this deed to the revised Implementation Date; and C = the number of days from the date of this deed to the original Implementation Date.
Carbon Revolution Representations and Warranties	the representations and warranties of Carbon Revolutionset out in Schedule 3, as each is qualified by clause 6.4.
Carbon Revolution Share	a fully paid ordinary share in the capital of Carbon Revolution.

page 66

Definitions and interpretation

Term	Meaning
Carbon Revolution Share Register	the register of members of Carbon Revolutionmaintained in accordance with the Corporations Act.
Carbon Revolution Shareholder	each person who is registered as the holder of a Carbon RevolutionShare in the Carbon Revolution Share Register.
CEF Agreement	The agreement between SPAC and YA II PN, LTD dated on or about the date of this deed pursuant to which YA II PN, LTD has agreed to provide a committed equity facility in an aggregate amount of up to $60 million. In the event that the CEF Agreement is terminated by either party, SPAC may enter into a definitive document with a different investor, pursuant to which such investor will agree to provide a committed equity facility in an aggregate amount of $60 million, provided that any such agreement with is on terms no less favourable to MergeCo than the CEF Agreement between the SPAC and YA II PN, LTD, and such definitive document will be the CEF Agreement within this deed
Claim	any claim, demand, legal proceedings or cause of action (including any claim, demand, legal proceedings or cause of action: 1     based in contract, including breach of warranty; 2     based in tort, including misrepresentation or negligence; 3     under common law or equity; or 4     under statute, including the Australian Consumer Law (being Schedule 2 of the Competition and Consumer Act 2010 (Cth) (CCA)) or Part VI of the CCA, or like provision in any state or territory legislation), in any way relating to this deed or the Transaction, and includes a claim, demand, legal proceedings or cause of action arising under an indemnity in this deed.
Closing	has the meaning given to that term in the BCA.
Competing Proposal	any proposal, offer, agreement, arrangement or transaction(or expression of interest therefor), which, if entered into or completed, would result in a Third Party (either alone or together with any Associate): 1     directly or indirectly acquiring a Relevant Interest in, or have a right to acquire, a legal, beneficial or economic interest in (including a cash settled equity or similar derivative), or control of 20% or more of the Carbon Revolution Shares or of the share capital of any Subsidiary of Carbon Revolution; 2     acquiring Control of Carbon Revolution or any Subsidiary of Carbon Revolution;

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Definitions and interpretation

Term	Meaning
	3     directly or indirectly acquiring or becoming the holder of, or otherwise acquiring or having a right to acquire, a legal, beneficial or economic interest in, or control of, all or a substantial part of Carbon Revolution’s business or assets or the business or assets of the Carbon Revolution Group; 4     otherwise directly or indirectly acquiring or merging, or being involved in an amalgamation or reconstruction (as those terms are used in s 413(1) of the Corporations Act), with Carbon Revolution or a Subsidiary of Carbon Revolution; or 5     requiring Carbon Revolution to abandon, or otherwise fail to proceed with, the Transaction, whether by way of takeover bid, members’ or creditors’ scheme of arrangement, reverse takeover, shareholder approved acquisition, capital reduction, buy back, sale or purchase of shares, other securities or assets, assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company (or other synthetic merger), deed of company arrangement, any debt for equity arrangement, recapitalisation, refinancing or other transaction or arrangement, other than where such proposal, offer, agreement, arrangement or transaction(or expression of interest therefor) arises in connection with any Bridge Financing. For the avoidance of doubt, each successive material modification or variation of any proposal, agreement, arrangement or transaction in relation to a Competing Proposal will constitute a new Competing Proposal.
Condition Precedent	each of the conditions set out in clause 3.1.
Confidentiality Agreement	the confidentiality agreement between the SPAC and Carbon Revolution dated 28 October 2022.
Consultation Notice	has the meaning given in clause 3.4(a).
Control	has the meaning given in section 50AA of the Corporations Act.
Corporations Act	the Corporations Act 2001 (Cth), as modified or varied by ASIC.
Corporations Regulations	the Corporations Regulations 2001 (Cth).
Court	the Federal Court of Australiaor such other court of competent jurisdiction under the Corporations Act agreed to in writing by the SPAC and Carbon Revolution.

page 68

Definitions and interpretation

Term	Meaning
Covid-19	SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof (including any subsequent waves or outbreaks thereof).
Covid-19 Measures	any quarantine, “shelter in place”, “stay at home”, lockdown, workforce reduction, social distancing, shutdown, closure, sequester, safety or similar laws, rules, regulations, directives, guidelines or recommendations promulgated by any Government Agency in connection with or in response to COVID-19.
Data Room	the online data room established by Carbon Revolution which is accessed at https://dataroom.ansarada.com/_mvc/d3gj92f0h12%7C107964/5620338/spa/workflow/view.
Deed Poll	a deed poll to be entered into by MergeCo substantially in the form of Attachment 3 under which MergeCo covenants in favour of the Scheme Shareholders to perform the obligations attributed to MergeCo under the Scheme.
Director Carbon RevolutionShare	any Carbon Revolution Share: 1     held by or on behalf of a Carbon Revolution Board Member; or 2     listed as an indirect interest in the latest Appendix 3X or Appendix 3Y lodged by Carbon Revolution with ASX in respect of each Carbon Revolution Board Member.

page 69

Definitions and interpretation

Term	Meaning
Disclosure Letter	Carbon Revolution’s disclosure letter to the SPAC, delivered in connection with this deed and dated on the date of this deed.
Disclosure Materials	1     the documents and information contained in the Data Room made available by Carbon Revolution to the SPAC and its Related Persons prior to 6.00pm on the day that is one day prior to the date of this deed; 2     written responses from Carbon Revolution and its Related Persons to requests for further information made by the SPAC and its Related Persons via the Data Room prior to 6.00pm on the day that is one day prior to the date of this deed; 3     any other written information made available by Carbon Revolution or its Related Persons to the SPAC or its Related Persons prior to execution of this deed which is agreed by or on behalf of Carbon Revolution and the SPAC in writing to form part of the Disclosure Materials; and 4     the Disclosure Letter.
Duty	any stamp, transaction or registration duty or similar charge imposed by any Government Agency and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax
Effective	when used in relation to the Scheme, the coming into effect, under subsection 411(10) of the Corporations Act, of the order of the Court made under paragraph 411(4)(b) of the Corporations Act in relation to the Scheme.
Effective Date	the date on which the Scheme becomes Effective.
End Date	1     the date that is 9 months after the date of this deed; or 2     such other date as agreed in writing by the parties.
Equity Incentive	a right, option or share existing at the date of this deed, whether issued under an employee incentive plan or otherwise and whether vested or unvested, which confers on the holder a right to acquire or hold (on a restricted or unrestricted basis) a Carbon Revolution Share.
Exchange Act	the United States Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.

page 70

Definitions and interpretation

Term	Meaning
Exclusivity Period	the period from and including the date of this deed to the earliest of: 1     the date of termination of this deed; 2     the End Date; and 3     the Effective Date.
Fairly Disclosed	disclosed to a sufficient extent, and with sufficient detail and context, so as to enable a reasonable and sophisticated recipient of the relevant information who is experienced in transactions similar to the Scheme to identify the nature, scope and potential impact of the relevant fact, matter, circumstance or event (including, in each case, that the potential financial effect of the relevant fact, matter, circumstance or event was reasonably ascertainable from the information disclosed).
Financial Adviser	any financial adviser retained by a party in relation to the Transaction from time to time.
Financial Indebtedness	any debt or other monetary liability (whether actual or contingent) in respect of monies borrowed or raised or any financial accommodation including under or in respect of any: 1     bill, bond, debenture, note or similar instrument; 2     acceptance, endorsement or discounting arrangement; 3     guarantee; 4     finance or capital lease; 5     agreement for the deferral of a purchase price or other payment in relation to the acquisition of any asset or service; or 6     obligation to deliver goods or provide services paid for in advance by any financier.
First Court Date	the first day on which an application made to the Court for an order under subsection 411(1) of the Corporations Act convening the Scheme Meeting is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard.

page 71

Definitions and interpretation

Term	Meaning
GAAP	generally accepted accounting principles as in effect in the United States from time to time.
Government Agency	any foreign or Australian government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity (including any stock or other securities exchange), or any minister of the Crown in right of the Commonwealth of Australia or any State, and any other federal, state, provincial, or local government, whether foreign or Australian.
GST	goods and services tax or similar value added tax levied or imposed in Australian under the GST Law or otherwise on a supply.
GST Law	has the same meaning as “GST Law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
IFRS	international financial reporting standards, as adopted by the International Accounting Standards Board.
Implementation Date	the fifth Business Day after the Scheme Record Date, or such other date after the Scheme Record Date as the parties agree in writing.
Independent Expert	the independent expert in respect of the Scheme and the Capital Reduction appointed by Carbon Revolution.
Independent Expert’s Report	the report to be issued by the Independent Expert in connection with the Scheme and the Capital Reduction, such report to be included in or to accompany the Scheme Booklet and the Capital Reduction, and including any subsequent, updated or supplementary report, setting out the Independent Expert’s opinion whether or not the Scheme and Capital Reduction are in the best interest of Carbon Revolution Shareholders and the reasons for holding that opinion.
Input Tax Credit	has the meaning given by the GST Law.
Insolvency Event	in relation to an entity: 1     the entity resolving that it be wound up or a court making an order for the winding up or dissolution of the entity;

page 72

Definitions and interpretation

Term	Meaning
	2     a Controller (as defined in the Corporations Act, except that in respect of the SPAC, MergeCo and Merger Sub, with references to ‘security interest’ within that definition deemed to be references to Security Interest), liquidator, provisional liquidator, administrator, examiner, receiver, receiver and manager or other insolvency official being appointed to the entity or in relation to the whole, or a substantial part, of its assets; 3     the holder of a Security Interest or any agent on its behalf, appointing a Controller or taking possession of any of the person’s property (including seizing the person’s property within the meaning of section 123 of the PPSA) or otherwise enforcing or exercising any rights under the Security Interest or Chapter 4 of the PPSA; 4     an application is made to a court, a meeting is convened or a resolution is passed for the entity to be wound up or dissolved or for the appointment of a Controller (as defined in the Corporations Act, except that in respect of the SPAC, MergeCo and Merger Sub, with references to ‘security interest’ within that definition deemed to be references to Security Interest)), liquidator, provisional liquidator, administrator or examiner to the entity of any of its assets; 5     other than the Scheme, the entity taking any step toward entering into, executing, or resolving to enter into or execute, a scheme of arrangement, a deed of company arrangement or other compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; 6     the entity ceases, or threatens to cease to, carry on substantially all the business conducted by it as at the date of this deed; 7     the entity suspends payment of its debts, ceases (or threatening to cease) to carry on all or a material part of its business, states that it is unable to pay its debts when they fall due, is or becomes unable to pay its debts when they fall due; 8     a court or other authority enforcing any judgment or order against the entity for the payment of money or the recovery of any property; or 9     the entity being deregistered as a company or otherwise dissolved (whether pursuant to Chapter 5A of the Corporations Act or otherwise); or 10   any other like event, matter or circumstance occurring in relation to an entity in another jurisdiction or which has a substantially similar effect.
Intended Tax Treatment	has the meaning ascribed to “Intended Tax Treatment” in the BCA.
Investigating Accountant	the investigating accountant in respect of the financial information included in the Scheme Booklet appointed by Carbon Revolution.

page 73

Definitions and interpretation

Term	Meaning
Investigating Accountant’s Report	the report to be issued by the Investigating Accountant in relation to the financial information included in the Scheme Booklet, with such report to be included in the Scheme Booklet.
Listing Rules	the official listing rules of: •     ASX; •     Nasdaq; or •     NYSE, as the context requires.
Material Contracts	each of the contracts listed in the document titled ‘Material Contracts List’ circulated to the SPAC and Carbon Revolution on exchange of this deed.
MergeCo Board	the board of directors of MergeCo.
MergeCo Indemnified Parties	MergeCo, and its directors, officers and employees.
MergeCo Information	information regarding MergeCo provided by MergeCo to Carbon Revolutionin writing for inclusion in the Scheme Bookletbeing: 1     information about MergeCo, MergeCo’s interests and dealings in Carbon Revolution Shares, MergeCo’s intentions for Carbon Revolution and Carbon Revolution’s employees, and funding for the Scheme; and 2     any other information required under the Corporations Act, Corporations Regulations or RG 60 to enable the Scheme Booklet to be prepared that the parties agree is ‘MergeCo Information’ and that is identified in the Scheme Booklet as such. For the avoidance of doubt, the MergeCo Information excludes the Carbon Revolution Information, SPAC Information and the Independent Expert’s Reportandany description of the taxation effect of the Transaction on Scheme Shareholders prepared by an external adviser to Carbon Revolution.
MergeCo Prescribed Occurrence	other than as: 1     required, expressly permitted or expressly contemplated by this deed, the Transaction or the transactions contemplated by either; 2     agreed to in writing by the SPAC (acting promptly and reasonably),

page 74

Definitions and interpretation

Term	Meaning
	3     required by any applicable law, regulation, contract; or the occurrence of any of the following: 4     MergeCo or any Subsidiary of MergeCo converting all or any of its shares into a larger or smaller number of shares; 5     MergeCo or any Subsidiary of MergeCo resolving to reduce its share capital in any way; 6     MergeCo or any Subsidiary of MergeCo: –     entering into a buy-back agreement; or –     resolving to approve the terms of a buy-back agreement or other share repurchased under the Companies Act 2014; 7     MergeCo or any Subsidiary of MergeCo issuing shares or securities convertible into shares, or granting a performance right or an option over its shares, or agreeing to make such an issue or grant such an option or performance right (other than in in connection with the Bridge Financing or the issue of any such shares or securities by a Subsidiary of MergeCo to MergeCo or to any other directly or indirectly wholly-owned Subsidiary of MergeCo); or 8     an Insolvency Event occurs in relation to MergeCo or a Subsidiary of MergeCo.
MergeCo Registration Statement	the registration statement on Form F-4 (or another applicable form if agreed by the parties) to be filed by MergeCo in connection with the registration under the Securities Act of the MergeCo Shares to be issued in connection with the Scheme containing the SPAC Proxy Statement.
MergeCo Registration Statement Effective Date	the date on which the SEC declares the MergeCo Registration Statement effective.
MergeCo Representations and Warranties	the representations and warranties of MergeCoset out in Schedule 4 or in the BCA.
MergeCo Shares	fully paid ordinary shares in the capital of MergeCo.
MergeCo Warrants	one warrant to acquire one (1) MergeCo Share at an exercise price of $11.50 per share
Merger	the merger between the SPAC and Merger Sub, as more fully described in the BCA.

page 75

Definitions and interpretation

Term	Meaning
Merger Sub	Poppettell Merger Sub
Merger Sub Shares	fully paid ordinary shares in the capital of Merger Sub.
Nasdaq	the Nasdaq Stock Market, LLC .
Notice	has the meaning given in clause 15.
NYSE	the New York Stock Exchange.
PCAOB	Public Company Accounting Oversight Board.
Performance Rights	rights granted over Carbon Revolution Shares under Carbon Revolution’s short term incentives plan, long term incentives plan and employee rights plan, which, as at the date of this deed, comprises 1,381,551 performance rights.
PPSA Security Interest	means a security interest as defined in the Personal Property Securities Act 2009 (Cth).
Redemption Rights	rights of redemption provided for in Section 49 of the SPAC Memorandum and Articles of Association.
Registered Address	in relation to a Carbon Revolution Shareholder, the address shown in the Carbon Revolution Share Register as at the Scheme Record Date.
Registration Rights Agreement	that certain registration rights agreement, to be entered into on Closing, by: 1     MergeCo; 2     Twin Ridge Capital Sponsor, LLC; 3     Twin Ridge Capital Sponsor Subsidiary Holdings LLC; 4     DDGN Advisors LLC; 5     Allison Burns; 6     Paul Henrys; 7     Gary Polnick; and 8     the Carbon Revolution signatories.

page 76

Definitions and interpretation

Term	Meaning
Regulator’s Draft	the draft of the Scheme Booklet in a form which is provided to ASIC for approval pursuant to subsection 411(2) of the Corporations Act.
Regulatory Approval	a clearance, waiver, ruling, approval, relief, confirmation, exemption, consent or declaration set out in clause 3.2(f).
Reimbursement Fee	USD$2 million (inclusive of any GST).
Related Bodies Corporate	has the meaning set out in section 50 of the Corporations Act.
Related Person	in respect of a person, including each party or its Related Bodies Corporate: 1     a director, officer, employee of that person; 2     an Adviser of that person (and each director, officer, employee or contractor of that Adviser); 3     an agent or representative of that person; 4     a Related Body Corporate of that person; and 5     with respect to the SPAC, Twin Ridge Capital Sponsor, LLC.
Relevant Interest	has the meaning given in sections 608 and 609 of the Corporations Act.
RG 60	Regulatory Guide 60 issued by ASIC in September 2020.
Sarbanes-Oxley Act	the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations thereunder.
Scheme	the scheme of arrangement under Part 5.1 of the Corporations Act between Carbon Revolution and the Scheme Shareholders, the form of which is attached as Attachment 2, subject to any alterations or conditions made or required by the Court under subsection 411(6) of the Corporations Act and agreed to in writing by the SPAC and Carbon Revolution.
Scheme Booklet	the scheme booklet to be prepared by Carbon Revolution in respect of the Transaction in accordance with the terms of this deed (including clause 5.2(a))to be despatched to the Carbon Revolution Shareholders and which must include or be accompanied by:

page 77

Definitions and interpretation

Term	Meaning
	1     a copy of the Scheme; 2     an explanatory statement complying with the requirements of the Corporations Act, the Corporations Regulations and RG 60; 3     the Independent Expert’s Report; 4     the Investigating Accountant’s Report; 5     a copy or summary of this deed; 6     a copy or summary of the executed Deed Poll; 7     a notice of meeting; and 8     a proxy form.
Scheme Consideration	has the meaning given in the Scheme.
Scheme Meeting	the meeting of Carbon Revolution Shareholders ordered by the Court to be convened under subsection 411(1) of the Corporations Act to consider and vote on the Scheme and includes any meeting convened following any adjournment or postponement of that meeting.
Scheme Record Date	7.00pm on the third Business Day after the Effective Dateor such other time and date as the parties agree in writing.
Scheme Shareholder	a holder of Carbon Revolution Shares recorded in the Carbon Revolution Share Register as at the Scheme Record Date.
Scheme Shares	all Carbon Revolution Shares held by the Scheme Shareholders as at the Scheme Record Date.
SEC	United States Securities and Exchange Commission.
Second Court Date	the first day on which an application made to the Court for an order under paragraph 411(4)(b) of the Corporations Act approving the Scheme is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application or appeal is heard.
Securities Act	the United States Securities Act of 1933, as amended, and the rules and regulations thereunder.

page 78

Definitions and interpretation

Term	Meaning
Security Interest	1     any legal or equitable interest or power created, arising in or reserved in or over an interest in any property or asset; 2     any security for payment of money, performance of obligations or protection against default (including a mortgage, bill of sale, charge, lien, pledge, trust, power or retention of title arrangement, right of set-off, assignment of income, garnishee order, monetary claim and flawed deposit arrangement); 3     any thing or preferential interest or arrangement of any kind giving a person priority or preference over claims or other persons with respect to any property or asset; 4     a PPSA Security Interest; or 5     any agreement or arrangement (whether legally binding or not) to grant or create anything referred to in paragraph 1, 2 or 3 above.
SPAC Board	the board of directors of the SPAC and a SPAC Board Member means any director of the SPAC comprising part of the SPAC Board.
SPAC Class A Ordinary Shares	the Class A ordinary shares of the SPAC, par value USD$0.0001 per share.
SPAC Class B Ordinary Shares	the Class B ordinary shares of the SPAC, par value USD$0.0001 per share.
SPAC Competing Transaction	1     any sale of any material assets of SPAC or any of the outstanding capital stock or any conversion, consolidation, liquidation, dissolution or similar transaction involving the SPAC or any of SPAC’s Subsidiaries; or 2     any transaction or series of related transactions under which the SPAC or any of its affiliates, directly or indirectly, (1) acquires or otherwise purchases any other person, (2) engages in a business combination with any other person or (3) acquires or otherwise purchases all or a material portion of the assets or businesses of any other person (in the case of each of (1), (2) and (3), whether by merger, consolidation, recapitalisation, purchase or issuance of equity or debt securities, tender offer or otherwise).
SPAC Counterproposal	has the meaning given to it in clause 10.4(b).
SPAC Extension Proposal	the approval of the following proposals at a meeting of the SPAC Shareholders convened for considering the following proposals:

page 79

Definitions and interpretation

Term	Meaning
	1     the extension of the SPAC’s business combination deadline (as set forth in its Amended and Restated Memorandum and Articles of Association, effective 3 March 2021) to a date not earlier than 31 May 2023, or such other date as the parties reasonably agree; and 2     the adjournment of such meeting of SPAC Shareholders (i) to solicit additional proxies for the purpose of obtaining approval of the SPAC Extension Proposals, or (ii) for the absence of a quorum.
SPAC Group	the SPAC.
SPAC Indemnified Parties	SPAC, and its directors, officers and employees.
SPAC Information	information regarding the SPAC provided by the SPAC to Carbon Revolutionin writing for inclusion in the Scheme Bookletbeing: 1     information about the SPAC; and 2     any other information required under the Corporations Act, Corporations Regulations or RG 60 to enable the Scheme Booklet to be prepared that the parties agree is ‘SPAC Information’ and that is identified in the Scheme Booklet as such. For the avoidance of doubt, the SPAC Information excludes the Carbon Revolution Information, the Independent Expert’s Report, Investigating Accountant’s Reportandany description of the taxation effect of the Transaction on Scheme Shareholders prepared by an Adviser to Carbon Revolution.
SPAC Locked-Up Persons	1     holders of SPAC Class B Ordinary Shares; 2     Twin Ridge Capital Sponsor, LLC, including any of its members; and 3     Twin Ridge Capital Sponsor Subsidiary Holdings, including any of its members.
SPAC Memorandum and Articles of Association	has the meaning given in the BCA.
SPAC Prescribed Occurrence	other than as: 1     required, expressly permitted or expressly contemplated by this deed, the Transaction or the transactions contemplated by either;

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Definitions and interpretation

Term	Meaning
	2     agreed to in writing by Carbon Revolution; 3     required by any applicable law, regulation, contract; or 4     Fairly Disclosed by the SPAC to NYSE, or a publicly available document lodged by it with the SEC, prior to the date of this deed or which would be disclosed in a search of the SEC records or NYSE announcements in relation to the SPAC or a Subsidiary of the SPAC (as relevant), prior to the date of this deed, the occurrence of any of the following: 5     the SPAC converting all or any of its shares into a larger or smaller number of shares; 6     the SPAC or any Subsidiary of the SPAC resolving to reduce its share capital in any way; 7     the SPAC or any Subsidiary of the SPAC: •      entering into a buy-back agreement; or •      resolving to approve the terms of a buy-back agreement; 8     the SPAC or any Subsidiary of the SPAC issuing shares or securities convertible into shares, or granting a performance right or an option over its shares, or agreeing to make such an issue or grant such an option or performance right, other than: •      to a directly or indirectly wholly-owned Subsidiary of the SPAC; •      to any director or employee in accordance with existing arrangements or in the ordinary course (which existing arrangements or ordinary course remuneration cycle has been Fairly Disclosed by the SPAC to NYSE); 9     the SPAC or a Subsidiary of the SPAC disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property; 10   the SPAC or a Subsidiary of the SPAC granting a Security Interest, or agreeing to grant a Security Interest, in the whole, or a substantial part, of its business or property other than a lien which arises by operation of law or legislation securing an obligation that is not yet due; or 11   the SPAC or a Subsidiary of the SPAC is the subject of any: bankruptcy, dissolution, liquidation or reorganisation.
SPAC Proposals	the approval of the following proposals at the SPAC Shareholders Meeting: 1     the BCA, Scheme and the Merger; 2     the adjournment of the SPAC Shareholders Meeting pursuant to clause 5.3(p) of this deed; 3     any other proposals the parties deem necessary to give effect to the Scheme, Merger, BCA, this deed or other transactions contemplated by the BCA or this deed, or as required by the SEC, NYSE or applicable laws and regulations.

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Definitions and interpretation

Term	Meaning
SPAC Proxy Statement	the proxy statement to be sent to SPAC Shareholders for the purposes of obtaining their approval of the SPAC Proposals.
SPAC Representations and Warranties	the representations and warranties of the SPAC set out in Schedule 2.
SPAC Shareholders	the holders of shares in the SPAC.
SPAC Shareholders’ Meeting	the meeting of SPAC Shareholders convened for the purposes of considering the SPAC Proposals.
SPAC Superior Transaction	a bona fide SPAC Competing Transaction not resulting from a breach by the SPAC of any of its obligations under clause 10 of this deed (it being understood that any actions by the Related Persons of the SPAC not permitted by clause 10 will be deemed to be a breach by the SPAC for the purposes hereof), that the SPAC Board acting in good faith, and after receiving written legal advice from its external legal advisers who specialise in corporate law and written advice from its Financial Adviser determines: 1     is reasonably capable of being valued and completed in accordance with its terms in a reasonable timeframe (taking into account all aspects of the SPAC Competing Transaction, including its conditions); and 2     would, if completed in accordance with its terms, provide a superior outcome for SPAC Shareholders (as a whole) than the Transaction.
SPAC Units	units consisting of one SPAC Class A Ordinary Share and one-third of one SPAC Warrant.
SPAC Warrants	warrants to purchase one SPAC Class A Ordinary Share at an exercise price of USD$11.50.
SPAC Working Capital Loans	Financial Indebtedness incurred by SPAC in order to finance working capital needs, which Financial Indebtedness permits or allows all or any portion of such Financial Indebtedness to be converted into the number of SPAC Warrants not to exceed USD $1,500,000 (with such SPAC Warrants issued at USD $1.50 per SPAC Warrant and at an exercise price of USD $11.50 per SPAC Warrant), or which may be otherwise repaid in cash.

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Definitions and interpretation

Term	Meaning
Specified Individual	1     Jake Dingle; 2     Gerard Buckle 3     David Nock 4     Nick Batchelor.
Sponsor Nominees	has the meaning given in clause 5.3(m).
Staff	the staff of the SEC.
Standard Tax Condition	any tax-related conditions which are in the form, or substantially in the form, of those set out in under the ‘Standard tax conditions’ heading in section D of FIRB Guidance Note 12 on ‘Tax Conditions’ (in the form released on 9 July 2021).
Statement	the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021.
Subsidiary	has the meaning given in Division 6 of Part 1.2 of the Corporations Act.
Superior Proposal	a bona fide Competing Proposal not resulting from a breach by Carbon Revolution of any of its obligations under clause 10 of this deed (it being understood that any actions by the Related Persons of Carbon Revolution not permitted by clause 10 will be deemed to be a breach by Carbon Revolution for the purposes hereof), that the Carbon Revolution Board acting in good faith, and after receiving written legal advice from its external Australian legal advisers who specialise in corporate law and written advice from its Financial Adviser determines: 1     is reasonably capable of being valued and completed in accordance with its terms in a reasonable timeframe (taking into account all aspects of the Competing Proposal, including its conditions); and 2     would, if completed in accordance with its terms, provide a superior outcome for Carbon Revolution Shareholders (as a whole) than the Transaction (or any counterproposal from the SPAC made under clause 10.4), taking into account all aspects of the Competing Proposal, including the identity, reputation and financial condition of the proponent making such Competing Proposal, relevant legal, regulatory and financial matters (including the price and /or value placed upon Carbon Revolution Shares by the Competing Proposal) and the expected timing for the implementation of such Competing Proposal.

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Definitions and interpretation

Term	Meaning
Supply	has the meaning given in the GST Law.
Takeovers Panel	the Australian Takeovers Panel.
Tax	(a) any and all U.S., Australian and other non-U.S. federal, state, local, provincial and other taxes, levies, duties, withholdings, assessments, fees or other charges in the nature of taxes, imposed, administered, or collected by any Government Agency, including wage taxes, income taxes, corporate taxes, capital gains taxes, franchise taxes, sales taxes, use taxes, payroll taxes, employment taxes, withholding taxes, value added taxes, gross receipts taxes, turnover taxes, environmental taxes, car taxes, energy taxes, customs and other import or export duties, escheat or unclaimed property obligations, transfer taxes or duties, property taxes, capital taxes, or duties, social security or other similar contributions, together with all related interest, fines, penalties, costs, charges and surcharges, whether disputed or not, (b) any liability for any amounts of the type described in clause (a) of another Person by operation of Law (including under Treasury Regulations section 1.1502-6 or analogous U.S. state or local or non-U.S. Law), as a transferee or successor, by contract or otherwise.
Tax Act	the Income Tax Assessment Act 1997 (Cth).
Tax Law	any law relating to Tax or Duty.
Tax Return	means any return, report, statement, refund claim, election, declaration, information report, estimate or other document filed or required to be filed with a Government Agency with respect to Taxes, including any schedule or attachment thereto and including any amendments thereof.
Third Party	a person other than MergeCo or the SPAC or either of their Related Bodies Corporate or other Associates.
Timetable	the indicative timetable for the implementation of the Transaction set out in the document titled ‘Leopard Timetable’ circulated to the SPAC and Carbon Revolution on exchange of this deed.
Transaction	the: 1     cancellation of the Scheme Shares pursuant to the Capital Reduction, issue of the Scheme Consideration by MergeCo and issue of one Carbon Revolution Share to MergeCo through implementation of the Scheme in accordance with the terms of this deed; and 2     the Merger.

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Definitions and interpretation

Term	Meaning
Transaction Documents	each of the: 1     Insider Lock-up Agreements and Outside Lock-Up Agreements; 2     Registration Rights Agreement; and 3     BCA.
Trust Agreement	the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the SPAC dated March 8, 2021.
Trust Fund	means the trust account maintained pursuant to the Trust Agreement.

2 Interpretation

2.1 Interpretation

In this deed:

(a) headings and bold type are for convenience only and do not affect the interpretation of this deed;

(b) the singular includes the plural and the plural includes the singular;

(c) words of any gender include all genders;

(d) other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;

(e) a reference to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency, as well as an individual;

(f) a reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to this deed;

(g) a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them (whether passed by the same or another Government Agency with legal power to do so);

(h) a reference to a document (including this deed) includes all amendments or supplements to, or replacements or novations of, that document;

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Definitions and interpretation

(i) a reference to ‘$’, ‘A$’ or ‘dollar’ is to the lawful currency of Australia;

(j) a reference to any time is, unless otherwise indicated, a reference to that time in Melbourne, Australia;

(k) a term defined in or for the purposes of the Corporations Act, and which is not defined in clause 1.1 of this Schedule 1, has the same meaning when used in this deed;

(l) a reference to a party to a document includes that party’s successors and permitted assignees;

(m) no provision of this deed will be construed adversely to a party because that party was responsible for the preparation of this deed or that provision;

(n) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(o) a reference to a body (including an institute, association or authority), other than a party to this deed, whether statutory or not:

(1) which ceases to exist; or

(2) whose powers or functions are transferred to another body,

 is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

(p) a reference to an agreement other than this deed includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing;

(q) a reference to liquidation or insolvency includes appointment of an administrator, a reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, bankruptcy, or a scheme, compromise or arrangement with creditors (other than solely with holders of securities or derivatives), or any similar procedure or, where applicable, changes in the constitution of any partnership or Third Party, or death;

(r) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(s) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(t) if an act prescribed under this deed to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day;

(u) a reference to the Listing Rules includes any variation, consolidation or replacement of these rules and is to be taken to be subject to any waiver or exemption granted to the compliance of those rules by a party; and

(v) a reference to something being “reasonably likely” (or to a similar expression) is a reference to that thing being more likely than not to occur when assessed objectively.

2.2 Interpretation of inclusive expressions

Specifying anything in this deed after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included.

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Definitions and interpretation

2.3 Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

2.4 Reasonable Endeavours

Any provision of this deed that requires a party to use reasonable endeavours or all reasonable endeavours, or to take all steps reasonably necessary, to ensure that something is performed or occurs or does not occur does not include any obligation:

(a) to procure absolutely that that thing is done or happens;

(b) to pay any money or to provide any financial compensation, valuable consideration or any other incentive to or for the benefit of any person:

(1) in the form of an inducement or consideration to a Third Party; or

(2) in circumstances that are commercially onerous or unreasonable in the context of this deed, except for payment of any applicable fee for the lodgement or filing of any relevant application with any Government Agency or immaterial costs to procure that the thing is performed or occurs or does not occur;

(3) to agree to commercially onerous or unreasonable terms; or

(4) to commence any legal action or proceeding against any person.

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Schedule 2

SPAC Representations and Warranties

(a) (validly existing): it is a validly existing corporation registered under the laws of its place of incorporation;

(b) (authority): the execution and delivery of this deed by the SPAC has been properly authorised by all necessary corporate action of the SPAC, and the SPAC has taken or will take all necessary corporate action to authorise the performance of this deed and the transactions contemplated by this deed;

(c) (power): it has full capacity, corporate power and lawful authority to execute, deliver and perform this deed, the BCA and the Transaction Documents to which it is a party and to carry out the transactions contemplated under them;

(d) (capitalisation): the authorised capital stock of SPAC consists of 500,000,000 SPAC Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares and 1,000,000 preference shares, par value USD $0.0001 per share. As of the date of this deed, there are no shares of preferred stock of the SPAC outstanding. Each warrant of the SPAC is exercisable for one SPAC Class A Ordinary Share at an exercise price of $11.50.All outstanding equity of SPAC has been issued and granted in compliance with all applicable securities laws and other applicable Laws and were issued free and clear of all Liens other than transfer restrictions under applicable securities laws and the organisational documents of SPAC;

(e) (no default): neither this deed nor the carrying out by the SPAC of the transactions contemplated by this deed, the BCA and each other Transaction Documents to which it is a party does or will conflict with or result in the breach of or a default under:

(1) any provision of the SPAC’s constituent documents;

(2) any writ, order or injunction, judgment, law, rule or regulation to which it is party or subject or by which it is bound,

and it is not otherwise bound by any agreement that would prevent or restrict it from entering into or performing this deed;

(f) (deed binding): this deed is a valid and binding obligation of the SPAC, enforceable in accordance with its terms;

(g) (SPAC Information): the SPAC Information provided for inclusion in the Scheme Booklet, as at the date the Scheme Booklet is despatched to Carbon Revolution Shareholders, will be accurate in all material respects and will not contain any statement, in light of the circumstances under which it was made, which is materially misleading or deceptive (with any statement of belief or opinion being honestly held and formed on a reasonable basis), including by way of omission from that statement;

(h) (basis of SPAC Information): the SPAC Information:

(1) will be provided to Carbon Revolution in good faith and on the understanding that Carbon Revolution and each other Carbon Revolution Indemnified Party will rely on that information for the purposes of preparing the Scheme Booklet and determining to proceed with the Transaction; and

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Schedule 2     SPAC Representations and Warranties

(2) will comply in all material respects with the requirements of the Corporations Act, the Corporations Regulations, RG 60, applicable Takeovers Panel guidance notes and the Listing Rules;

(i) (Independent Expert): all information provided by or on behalf of SPAC to the Independent Expert will be prepared and provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert’s Report;

(j) (new information): it will, as a continuing obligation, provide to Carbon Revolution all further or new information which arises after the Scheme Booklet has been despatched to Carbon Revolution Shareholders until the date of the Scheme Meeting which is necessary to ensure that the SPAC Information is not misleading or deceptive (including by way of omission);

(k) (Bankruptcy): SPAC is not the subject of any bankruptcy, dissolution, liquidation, reorganisation or other applicable laws affecting creditors’ rights generally and by general equitable principles;

(l) (other dealings): other than

(1) as Fairly Disclosed to Carbon Revolution in writing by or on behalf of the SPAC on or before the date of this deed; or

(2) as contemplated by this deed, the BCA or the Transaction,

the SPAC has no agreement, arrangement or understanding (whether written or oral) in relation to the securities, business, operations or assets of a Carbon Revolution Group Member (including in relation to the securities, business or operations or assets of a Carbon Revolution Group Member at the Implementation Date) or any other commercial or other arrangements related to Carbon Revolution or another Carbon Revolution Group Member, any territory or jurisdiction in which the Carbon Revolution Group operates or the performance or conduct of the business of the Carbon Revolution Group (in whole or in part), the Transaction or the Scheme;

(m) (no dealings with Carbon Revolution Board Members or employees): neither it nor any of its Associates has any agreement, arrangement or understanding with any director or employee of Carbon Revolution relating in any way to the Transaction or operations of Carbon Revolution after the Effective Date;

(n) (no interest in securities): as at the date of this deed, neither it, nor any of its Related Bodies Corporate or Associates:

(1) has a relevant interest in, or a right to acquire, any securities of Carbon Revolution (whether issued or not or held by Carbon Revolution or not); or

(2) has entered into any agreement or arrangement that confers rights the economic effect of which is equivalent or substantially equivalent to holding, acquiring or disposing of securities in or assets of Carbon Revolution or any of its Related Bodies Corporate;

(o) (no regulatory approvals): other than as contemplated by this deed, it does not require any approval, consent, clearance, waiver, ruling, relief, confirmation, exemption, declaration or notice from any Government Agency in order to execute and perform this deed, the BCA or the Transaction Documents;

(p) (no other financing arrangements): it is not nor will it be a party to any agreement, arrangement or understanding (whether written or oral) with a debt financier or equity financier in connection with the Transaction other than for SPAC Working Capital Loans, and as fully disclosed to Carbon Revolution prior to the date of this deed;

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Schedule 2     SPAC Representations and Warranties

(q) (SPAC Shareholder Approval) the votes on the SPAC Proposals and the SPAC Extension Proposals, and the consent of the Sponsor are the only approvals of the holders of any class of share of the SPAC necessary under any applicable law or the Listing Rules, the SPAC’s organisational documents and any contract to which SPAC is a party or is bound necessary for SPAC to implement the Transaction in accordance with the Timetable;

(r) (trust fund) asat thedate of this deed, the SPAC has no less than $200,000,000.00 in the Trust Fund;

(s) (taxes):

(1) Each member of the SPAC Group has submitted any necessary information, notices, computations and returns to the relevant Government Agency in respect of any Tax or any Duty relating to each member of the SPAC Group and all such documentation is true, complete and correct and prepared in compliance with applicable law;

(2) all Taxes for which a member of the SPAC Group is liable that are or have been due and payable, including any penalty or interest, have been paid or appropriately provided or reserved for in the financial statements of the SPAC Group, and any obligation on a member of the SPAC Group under any Tax Law to withhold amounts at source on account of Tax has been complied with;

(3) there is no active, pending or threatened Tax or Duty audit relating to a member of the SPAC Group;

(4) each member of the SPAC Group has maintained proper and adequate records to enable it to comply with its obligations to:

(A) prepare and submit any information, notices, computations, returns and payments required in respect of any Tax Law;

(B) prepare any accounts necessary for the compliance with any Tax Law; and

(C) retain necessary records as required by any Tax Law;

(5) no member of the SPAC Group is, nor has been, a member or part of or otherwise subject to any income tax consolidated group, GST group or other grouping arrangements in respect of Taxes, with an entity that is not a member of the SPAC Group;

(6) no member of the SPAC Group has a permanent establishment (within the meaning of an applicable Tax treaty) in, or otherwise conducts a trade or business in, any jurisdiction outside of the relevant member of the SPAC Group’s place of incorporation;

(7) to SPAC’s knowledge, no member of the SPAC Group has entered into or been party to any transaction which contravenes the anti-avoidance provisions of any Tax Law;

(8) no member of the SPAC Group has taken any action which has or might alter or prejudice any arrangement, agreement or Tax ruling which has previously been negotiated with or obtained from the relevant Government Agency or under any Tax Law;

(9) no member of the SPAC Group is or is expected to become liable to pay, reimburse or indemnify any person in respect of any Tax because of the failure of any other person to discharge that Tax;

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Schedule 2     SPAC Representations and Warranties

(10) each member of the SPAC Group has been a resident for Tax purposes solely in the jurisdiction of its incorporation;

(11) since it commenced carrying on business or deriving income, the office of public officer of each member of the SPAC Group as required under any Tax Law has been occupied without vacancy thereof;

(12) to the extent required by applicable law, each member of the SPAC Group has complied with the provisions of Part 3-6 of the Tax Act and no dividend or other distribution has been paid or will be paid by SPAC:

(A) in respect of which the required franking amount (as provided for in Subdivision 202-D of the Tax Act) exceeded the franked amount (as defined in section 200-15 of the Tax Act) of the dividend;

(B) giving rise to franking deficit tax as provided for in section 205-45 of the Tax Act;

(C) which has been franked with franking credits in excess of the maximum franking credit for the distribution (as provided for in Subdivision 202-D of the Tax Act); or

(D) which has been franked in breach of the benchmark rule and which would result in SPAC either being liable to pay over-franking tax where the franking percentage for the distribution exceeds the entity’s benchmark franking percentage or gives rise to a franking debit where the franking percentage is less than the entity’s benchmark franking percentage (as provided for in Division 203 of the Tax Act);

(13) all documents and transactions entered into or made by a member of the SPAC Group which are required to be stamped have been duly stamped and appropriately lodged with the relevant Government Agency, and there are no outstanding assessments of duty (including fines, penalties and interest) in respect of any document, instrument or statement which a member of the SPAC Group is liable to pay stamp duty on, nor any requirement on the part of a member of the SPAC Group to upstamp any document or instrument in the future on account of any interim stamping or assessment nor any requirement on the part of a member of the SPAC Group to lodge and pay stamp duty for any transaction that has occurred but for which the liability to stamp duty has not yet arisen;

(14) no member of the SPAC Group has obtained, wholly or in part, any corporate reconstruction concession, exemption or ex gratia relief from payment of duty in any Australian jurisdiction;

(15) no event has occurred which has resulted in any duty from which a member of the SPAC Group obtained relief (including but not limited to corporate reconstruction exemption or concession or ex gratia relief), becoming payable, and the implementation of the Scheme will not result in any such duty becoming payable;

(16) no SPAC unit is an Indirect Australian Real Property Interest within the meaning of section 855-25 of the Tax Act;

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Schedule 2     SPAC Representations and Warranties

(17) each member of the SPAC Group is in material compliance with all applicable transfer pricing laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology between members of the SPAC Group. All intercompany agreements have been adequately documented, and such documents have been duly executed in a timely manner. The prices for any property or services (or for the use of any property) provided by or to a member of the SPAC Group are arms-length prices for purposes of all applicable transfer pricing laws;

(18) no member of the SPAC Group has a share capital account that is tainted under Division 197 or section 160ARDM of the Tax Act;

(19) the commercial debt forgiveness rules contained in Division 245 of the Tax Act (or its predecessor provisions in Schedule 2C of the Tax Act) have not resulted in a net forgiven amount (as defined in those rules) for any member of the SPAC Group;

(20) no member of the SPAC Group has claimed any research and development Tax incentives;

(21) where a member of the SPAC Group has claimed any support, financial assistance, payment, deferral or relief in connection with COVID-19 from any Government Agency or under any law (including the Coronavirus Economic Response Package (Payments and Benefits) Act 2020 (Cth)), the member of the SPAC Group: has satisfied all requirements under applicable laws and administrative practices of the Government Agency; and has satisfied, received and otherwise complied with all applicable authorisations (including administrative practices of the Government Agency), to receive such support, assistance, payment or relief.

(t) (SEC Filings):

(1) SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be field by it with the SEC together with any amendments, restatements or supplements thereto (SPAC SEC Reports). SPAC has furnished to Carbon Revolution, true and correct copies of all amendments and modifications that have not been filed by SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports, at the time they were filed, or, if amended, as of the date of such amendment, (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and the rules and regulations promulgated thereunder; and (ii) did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(2) Each of the financial statements (including, in each case, any notes thereto) contained in the SPAC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year‑end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. Carbon Revolution acknowledges that (i) the Staff issued the Statement, (ii) SPAC continues to review the Statement and its implications, including on the financial statements and other information included in the SPAC SEC Reports and (iii) any restatement, revision or other modification of the SPAC SEC Reports in connection with such review of the Statement or any subsequent agreements, orders, comments or other guidance from the Staff regarding the accounting policies of SPAC shall be deemed not material for purposes of this deed.

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Schedule 2     SPAC Representations and Warranties

(3) Except as and to the extent set forth in the SPAC SEC Reports, the SPAC does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of SPAC’s business.

(4) SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

(5) SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SPAC’s and its Subsidiaries’ assets. SPAC maintains and, for all periods covered by the SPAC’s financial statements, has maintained books and records of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SPAC in all material respects. Carbon Revolution acknowledges that (i) the Staff issued the Statement, (ii) SPAC continues to review the Statement and its implications, including on the financial statements and other information included in the SPAC SEC Reports and (iii) any restatement, revision or other modification of the SPAC SEC Reports in connection with such review of the Statement or any subsequent agreements, orders, comments or other guidance from the Staff regarding the accounting policies of SPAC shall be deemed not material for purposes of this deed.

(6) There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

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Schedule 2     SPAC Representations and Warranties

(7) Neither SPAC (including any employee thereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilised by SPAC; (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilised by SPAC; or (iii) any claim or allegation regarding any of the foregoing, except for such material weakness in the SPAC’s internal control over financial reporting, as further described in the SPAC SEC Reports. Carbon Revolution acknowledges that (i) the Staff issued the Statement, (ii) SPAC continues to review the Statement and its implications, including on the financial statements and other information included in the SPAC SEC Reports and (iii) any restatement, revision or other modification of the SPAC SEC Reports in connection with such review of the Statement or any subsequent agreements, orders, comments or other guidance from the Staff regarding the accounting policies of SPAC shall be deemed not material for purposes of this deed.

(8) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports.

(u) (Board Approval): The SPAC Board, by resolutions duly and unanimously adopted by the directors voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) approved and adopted this deed and declared their advisability and approved the Transaction; and (ii) recommended that the SPAC Shareholders approve and adopt this deed and the Transaction, and directed that this deed and the Transaction be submitted for consideration by the SPAC Shareholders at the SPAC Shareholders Meeting. The votes on the SPAC Proposals and the SPAC Extension Proposals, and the consent of the Sponsor are the only approvals of the holders of any class of share of the SPAC necessary under any applicable law or the Listing Rules, the SPAC’s organisational documents and any contract to which SPAC is a party or is bound necessary for SPAC to implement the Transaction in accordance with the Timetable.

(v) (Listing): The issued and outstanding SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “TRCA.U.” The issued and outstanding SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “TRCA.” The issued and outstanding public SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE under the symbol “TRCA WS.” As of the date of this Scheme Implementation Deed, there is no action pending or, to the knowledge of SPAC, threatened in writing against SPAC by the NYSE or the SEC with respect to any intention by such entity to deregister the SPAC Units, the SPAC Class A Ordinary Shares, or public SPAC Warrants or terminate the listing of SPAC on the NYSE. None of SPAC or any of its affiliates has taken any action in an attempt to terminate the registration of the SPAC Units, the SPAC Class A Ordinary Shares, or the public SPAC Warrants under the Exchange Act.

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(a) (validly existing): itis a validly existing corporation registered under the laws of its place of incorporation;

(b) (authority): the execution and delivery of this deed by Carbon Revolution has been properly authorised by all necessary corporate action of Carbon Revolution and Carbon Revolution has taken or will take all necessary corporate action to authorise the performance of this deed and the transactions contemplated by this deed;

(c) (power): it:

(1) has full capacity, corporate power and lawful authority to execute, deliver and perform this deed and the Transaction Documents to which it is a party and to carry out the transactions contemplated under them;

(2) and each other member of the Carbon Revolution Group has the corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted, except in relation to such other members, where the failure to have such power and authority would not have a Carbon Revolution Material Adverse Effect;

(d) (no default): neither this deed nor the carrying out by Carbon Revolution of the transactions contemplated by this deed, the BCA and each other Transaction Document to which it is a party does or will conflict with or result in the breach of or a default under:

(1) any provision of Carbon Revolution’s constitution; or

(2) any material writ, order or injunction, judgment, law, rule or regulation to which it is party or subject or by which it or any other Carbon Revolution Group Member is bound,

and it is not otherwise bound by any agreement that would prevent or restrict it from entering into or performing this deed;

(e) (deed binding): this deed is a valid and binding obligation of Carbon Revolution, enforceable in accordance with its terms;

(f) (Carbon Revolution Information) the Carbon Revolution Information contained in the Scheme Booklet, and supplied or to be supplied for inclusion or incorporation by reference in the MergeCo Registration Statement and any other doucment submitted or to be submitted to any other Governmental Agency or any announcement or public statement regarding the Transaction contemplated hereby (including, without limitation, the announcement of the Transaction under clause 8.1 of this deed) shall not contain (1) any material statement which is materially misleading or deceptive (with any statement of belief or opinion being honestly held and formed on a reasonable basis), including by way of omission from that statement, or (2) any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, as at (a) the date the Scheme Booklet is despatched to Carbon Revolution Shareholders, (b) the time such information is filed, submitted or made publicly available (provided, if such information is revised by any subsequently filed amendment or supplement to the MergeCo Registration Statement prior to the time the MergeCo Registration Statement is declared effective by the SEC, this clause (b) shall solely refer to the time of such subsequent revision or supplement); (c) the time the MergeCo Registration Statement is declared effective by the SEC; (d) the time the SPAC Proxy Statement included in the MergeCo Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the SPAC Shareholders; (e) the time of the SPAC Shareholders Meeting, except that no warranty or representation is made by Carbon Revolution with respect to statements made or incorporated by reference therein based on information supplied by SPAC for inclusion therein; or (f) the Closing (subject, in each case, to the qualifications and limitations set forth in the materials provided by Carbon Revolution or that are included in such filings and/or mailings);

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(g) (basis of Carbon Revolution Information): the Carbon Revolution Information:

(1) will be prepared and included in the Scheme Booklet in good faith and on the understanding that SPAC and each other SPAC Indemnified Party will rely on that information for the purposes of determining to proceed with the Transaction and considering and approving the SPAC Information; and

(2) will comply in all material respects with the requirements of the Corporations Act, the Corporations Regulations, RG 60, applicable Takeovers Panel guidance notes and the Listing Rules,

(h) (Independent Expert): all information provided by or on behalf of Carbon Revolution to the Independent Expert will be prepared and provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert’s Report;

(i) (provision of information to Investigating Accountant) all information provided by or on behalf of Carbon Revolution to the Investigating Accountant to enable the Investigating Accountant’s Report to be prepared and completed will be provided in good faith and on the understanding that the Investigating Accountant will rely upon that information for the purpose of preparing the Investigating Accountant’s Report;

(j) (new information): it will, as a continuing obligation (but in respect of the SPAC Information, only to the extent that SPAC provides Carbon Revolution with updates to the SPAC Information), ensure that the Scheme Booklet and MergeCo Registration Statement are updated or supplemented to include all further or new information which arises after the Scheme Booklet has been despatched to Carbon Revolution Shareholders, and the MergeCo Registration Statement has been declared effective by the SEC, respectively, until the date of the Scheme Meeting, and the date of the SPAC Shareholders’ Meeting, respectively, which is necessary to ensure that the Scheme Booklet and MergeCo Registration Statement (1) are not misleading or deceptive (including by way of omission) in any material respect and (2) do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading;

(k) (continuous disclosure): as at the date of this deed, Carbon Revolution:

(1) is in compliance with its continuous disclosure obligations under Listing Rule 3.1 in all material respects; and

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(2) other than for this Transaction, it is not relying on the carve-out in Listing Rule 3.1A to withhold any material information from public disclosure;

(l) (capital structure): as at the date of this deed, its capital structure, including all issued securities as at the date of this deed, is in all material respects as set out in Part 1 of Schedule 5, and other than as set out in Part 1 of Schedule 5, no other Carbon Revolution Group Member has issued or granted (or agreed to issue or grant) any other securities, options, warrants, performance rights or other instruments which are still outstanding and may convert into shares in the relevant Carbon Revolution Group Member and as at the date of this deed the Carbon Revolution Group Members are not under any obligation to issue or grant, and no person has any right to call for the issue or grant of, any shares, options, warrants, performance rights or other securities or instruments as a Carbon Revolution Group Member;

(m) (interest): except as would not have a Carbon Revolution Material Adverse Effect, the Disclosure Materials Fairly Disclose details of any company, partnership, trust, joint venture (whether incorporated or unincorporated) or other enterprise in which Carbon Revolution or another Carbon Revolution Group Member owns or otherwise holds any interest;

(n) (Insolvency Event): no Insolvency Event has occurred in relation to it or another Carbon Revolution Group Member;

(o) (regulatory action): no regulatory action of any natureof which it is aware been taken in relation to it or another Carbon Revolution Group Member that would reasonably be likely to prevent or restrict its ability to fulfil its obligations under this deed or under the Scheme;

(p) (compliance): except as would not have a Carbon Revolution Material Adverse Effect each member of the Carbon Revolution Group has complied with all Australian and foreign laws and regulations applicable to them and orders of Australian and foreign Government Agencies having jurisdiction over them;

(q) (material licences): except as would not have a Carbon Revolution Material Adverse Effectas at the date of this deed,the Carbon Revolution Group has all licences, authorisations and permits necessary for it to conduct the business of the Carbon Revolution Group as it is being conducted as at the date of this deed;

(r) (Disclosure Materials): it has collated and prepared all of the Disclosure Materials in good faith for the purposes of a due diligence process and in this context, as far as Carbon Revolution is aware except as would not have, individually or in the aggregate, a Carbon Revolution Material Adverse Effect, the Disclosure Materials are accurate and not misleading (including by omission). For the purpose of this clause (r), the Disclosure Materials are deemed not to include any information, document, representation, statement, view or opinion to the extent that it contains or expresses a forecast, prediction or projection or is otherwise forward looking at the date of this deed;

(s) (all information): it is not aware of any information relating to the Carbon Revolution Group or its respective businesses or operations as at the date of this deed that has or would reasonably be expected to give rise to a Carbon Revolution Material Adverse Effect that has not been disclosed in an announcement by Carbon Revolution to ASX or in the Disclosure Materials;

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(t) (no contravention of Corporations Act or Listing Rules): since the date Carbon Revolution was admitted to the official list of ASX, neither ASIC nor ASX has notified Carbon Revolution in writing that they have made a determination against any member of the Carbon Revolution Group for any contravention of the requirements of the Corporations Act or the Listing Rules or any rules or regulations under the Corporations Act or the Listing Rules (other than a determination that has been withdrawn or resolved prior to the date of this deed) and, as far as Carbon Revolution is aware, no event has occurred which would reasonably be likely to result in such a determination being made;

(u) (litigation): except as would not have, a Carbon Revolution Material Adverse Effect:

(1) no Carbon Revolution Group Member is:

(A) a party to or the subject of any legal action, formal investigation, proceeding, dispute, claim, demand, notice, direction, inquiry, arbitration, mediation, dispute resolution or litigation, in any such case which is material and which is not initiated by or involves any SPAC Group Member; or

(B) the subject of any ruling, judgement, order, declaration or decree by any Government Agency, in any such case which is material; and

(2) so far as Carbon Revolution is aware, there is no such legal action, investigation, proceeding, dispute, claim, demand, notice, direction, inquiry, arbitration, mediation, dispute resolution, litigation, ruling, judgement, order, declaration or decree pending, threatened or anticipated, against any Carbon Revolution Group Member;

(v) (consents and approvals) except for:

(1) the filing of any required applications, filings and notices, as applicable, with the Nasdaq or NYSE (as applicable), SEC, ASX, FIRB, or ASIC;

(2) approval of the Scheme by Court; and

(3) in relation to any grants provided by any Government Agency,

no consents or approvals of or filings or registrations with any Government Agency are necessary in connection with:

(4) the execution and delivery by it of this deed and each Transaction Document to which it is a party; or

(5) the implementation of the Scheme and the other transactions contemplated by this deed, the BCA and each Transaction Document to which it is a party,

except for such consents, approvals, filings or registrations that, if not obtained or made, would not have a Carbon Revolution Material Adverse Effect;

(w) (encumbrances): as at the date of this deed and except as would not have a Carbon Revolution Material Adverse Effect there is no Security Interest over all or any of the Carbon Revolution Group’s present or future assets or revenues;

(x) (intellectual property): except as would not have a Carbon Revolution Material Adverse Effect

(1) each Carbon Revolution Group Member owns, holds, possesses or is authorised to use all patents, patent rights, licences, inventions, copyrights, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems, processes or procedures), trademarks, service marks and other trade names currently used by them in connection with the business now operated by them (Intangible Rights); and

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(2) no Carbon Revolution Group Member has received any notice of any claim of infringement (and no Carbon Revolution Group Member knows of any such claim of infringement) of any asserted rights of others with respect to the use of any of the Intangible Rights.

(y) (data protection) so far as Carbon Revolution is aware and except as would not have, a Carbon Revolution Material Adverse Effect, there have been no security breaches, violations of any security policy or applicable law or instances of unauthorised access to data or information used by any member of the Carbon Revolution Group. The Carbon Revolution Group maintains commercially reasonable policies and procedures regarding data security and privacy, and administrative, technical and physical safeguards, and the foregoing policies, procedures and safeguards are, in each case and in all material respects, in compliance with all applicable contractual obligations and applicable laws.

(z) (no defects) except as would not have a Carbon Revolution Material Adverse Effect, there is no defect, fault or other condition, actual, potential or threatened, of any product line supplied or manufactured by a member of the Carbon Revolution Group;

(aa) (no product recall)and except as would not have a Carbon Revolution Material Adverse Effect no product of any member of the Carbon Revolution Group is involved in any product recall, an after sale warning, or an investigation by a Government Agency as to its safety or as to its compliance with applicable law or standards, or with any warranty given or representation made by that member of the Carbon Revolution Group, and as far as Carbon Revolution is aware there are no circumstances that could give rise to such recall, warning or investigation;

(bb) (no default) no member of the Carbon Revolution Group is in default under any document, agreement or instrument binding on it or its assets nor has anything occurred which is or would with the giving of notice or lapse of time constitute an event of default, prepayment event or similar event, or give another party a termination right or right to accelerate any right or obligation, under the document or agreement with that effect, except where such default or occurrence would not have a Carbon Revolution Material Adverse Effect;

(cc) (Carbon Revolution Shares not indirect Australian real property interests) the relevant Carbon Revolution Shares held by each Scheme Participant are not, and until (and including) the Implementation Date will not be, indirect Australian real property interests within the meaning of Division 855 of the Tax Act for the Scheme Participant;

(dd) (financial information and filings):

(1) the financial statements of the Carbon Revolution Group included (or incorporated by reference) in Carbon Revolution Reporting Documents (as defined below) (Financial Statements), including the related notes, where applicable:

(1) have been prepared from the books and records of the Carbon Revolution Group;

(A) have been prepared in all material respects in accordance with the requirements of the Corporations Act and any other applicable laws and in accordance with the Accounting Standards; and

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(B) give a true and fair view in all material respects of the consolidated financial position of the Carbon Revolution Group and the consolidated results of operations and changes in cash flows and equity of the Carbon Revolution Group as of the respective dates and for the periods therein set forth;

(2) the Financial Statements (including the notes thereto) (i) fairly present, in all material respects, the consolidated financial position of Carbon Revolution Group, as of the respective dates thereof and the consolidated results of their operations, their consolidated comprehensive incomes or losses, their consolidated changes in shareholders’ equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Unaudited Financial Statements, to normal year end adjustments (none of which are, individually or in the aggregate, material to Carbon Revolution’s business taken as a whole) and the absence of footnotes or inclusion of limited footnotes), (ii) were prepared in accordance with IFRS, applied on a consistent basis during the periods covered (except as may be specifically indicated in the notes thereto and, in the case of the Unaudited Financial Statements, the absence of footnotes or the inclusion of limited footnotes), and (iii) were prepared from, and are in accordance in all material respects with, the books and records of Carbon Revolution’s business;

(3) each of the financial statements or similar reports of Carbon Revolution required to be included in the F-4, Proxy Statement, Form 6-K filed in connection with and announcing the Closing or any other filings to be made with the SEC in connection with the transactions contemplated by the BCA or any Ancillary Agreement (the financial statements described in this sentence, which the Parties acknowledge shall, with respect to historical financial statements, solely consist of such financial statements when delivered), (i) will fairly present, in all material respects, the consolidated financial position of Carbon Revolution Group, as of the respective dates thereof and the consolidated results of their operations, their consolidated comprehensive incomes or losses, their consolidated changes in stockholders’ equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited financial statements, to normal year end adjustments (none of which are, individually or in the aggregate, material to Carbon Revolution’s business take, (ii) prepared in accordance with IFRS, applied on a consistent basis during the periods covered (except as may be specifically indicated in the notes thereto and, in the case of the unaudited financial statements, the absence of footnotes or the inclusion of limited footnotes)  (iii) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and IFRS and will contain an unqualified report of Carbon Revolution’s independent auditor and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date of such delivery (including Regulation S-X or Regulation S-K, as applicable).

(4) to the extent any of the books and records of each Carbon Revolution Group Member are required to be maintained in accordance with the Accounting Standards, the Corporations Act and other applicable laws, such books and records have been, and are being, maintained in all material respects in accordance with the relevant requirements;

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(5) as at the date of this deed, no member of the Carbon Revolution Group has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than those liabilities:

(C) that are reflected or reserved against on the consolidated balance sheet of the Carbon Revolution Group included in its report for the full year ended 30 June 2022 (including any notes thereto),

(D) incurred in the ordinary course of business since 30 June 2022, or

(E) incurred in connection with this deed and the transactions contemplated by this deed;

(6) since 30 June 2022:

(A) no member of the Carbon Revolution Group, nor, to the knowledge of Carbon Revolution, any director, officer, auditor, accountant or Representative of any member of the Carbon Revolution Group, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of Carbon Revolution, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to reserves, write-downs, charge- offs and accruals) of any member of the Carbon Revolution Group or their respective internal accounting controls, including any complaint, allegation, assertion or claim that a member of the Carbon Revolution Group has engaged in inappropriate accounting or auditing practices; and

(B) no employee of or legal adviser representing a member of the Carbon Revolution Group, whether or not employed by a member of the Carbon Revolution Group, has reported in writing evidence of a breach of securities laws, breach of fiduciary duty or similar breach by a member of the Carbon Revolution Group or any of its directors, officers, employees or agents to the Carbon Revolution Board or any committee thereof or the board of directors or similar governing body of any Subsidiary of Carbon Revolution or any committee thereof, or to the knowledge of Carbon Revolution, to any officer of a member of the Carbon Revolution Group;

(2) since the admission of Carbon Revolution to the official list of ASX, it has timely filed with ASIC and the ASX all required material reports, schedules, prospectuses, forms, statements, notices and other documents required to be filed with ASIC and the ASX, including any notices required to be filed by the Listing Rules (all of those documents being the “Carbon Revolution Reporting Documents”);

(3) as of its date, each Carbon Revolution Reporting Document complied in all material respects with the requirements of the Corporations Act and the Listing Rules and all rules, regulations and policy statements under the Corporations Act and the Listing Rules; and

(4) none of the Carbon Revolution Reporting Documents as of the date of their respective filings (or, if amended or superseded by a filing prior to the date of this document, on the date of such amended or superseding filing) contained an untrue statement of a material fact or omitted to state a material fact required to be stated in it or necessary to prevent the statement made from being false or misleading in the circumstances in which it has been made;

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(ee) (certain payments) no member of the Carbon Revolution Group or, to Carbon Revolution’s knowledge, any of its respective officers, directors, employees, agents or representatives has, directly or indirectly, in connection with the business of the Carbon Revolution Group: (i) made, offered or promised to make or offer any unlawful payment, loan or transfer of anything of value to or for the benefit of any government official, candidate for public office, political party or political campaign; (ii) paid, offered or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (iii) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures; (iv) established or maintained any unlawful fund of corporate monies or other properties; (v) created or caused the creation of any false or inaccurate books and records of the Carbon Revolution Group or any of its members related to any of the foregoing; or (vi) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§78dd-1, et seq., the UK Bribery Act of 2010, or any other applicable anti-corruption or anti-bribery law;

(ff) (broker’s fees) no member of the Carbon Revolution Group, nor any of their respective officers or directors has employed any broker, finder or financial adviser or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the Transaction or transactions contemplated by this deed;

(gg) (absence of certain changes or events)

(1) since 30 June 2022 through to the date of this deed, there has not been any Carbon Revolution Material Adverse Effect; and

(2) since 30 June 2022 through to the date of this deed, the Carbon Revolution Group has carried on its business in all material respects in the ordinary course;

(hh) (taxes) except as would not have a Carbon Revolution Material Adverse Effect:

(1) it has submitted any necessary information, notices, computations and returns to the relevant Government Agency in respect of any Tax or any Duty relating to each Carbon Revolution Group Member and all such documentation is true, complete and correct and prepared in compliance with applicable law;

(2) all Taxes for which a member of the Carbon Revolution Group is liable that are or have been due and payable, including any penalty or interest, have been paid, and any obligation on a member of the Carbon Revolution Group under any Tax Law to withhold amounts at source on account of Tax has been complied with;

(3) there is no active, pending or threatened Tax or Duty audit relating to a member of the Carbon Revolution Group;

(4) each member of the Carbon Revolution Group has maintained proper and adequate records to enable it to comply with its obligations to:

(A) prepare and submit any information, notices, computations, returns and payments required in respect of any Tax Law;

(B) prepare any accounts necessary for the compliance with any Tax Law;

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(C) support any position taken by a member of the Carbon Revolution Group; and

(D) retain necessary records as required by any Tax Law;

(5) no member of the Carbon Revolution Group is, nor has been, a member or part of or otherwise subject to any income tax consolidated group, GST group or other grouping arrangements in respect of Taxes, with an entity that is not a member of the Carbon Revolution Group;

(6) no member of the Carbon Revolution Group has a permanent establishment (within the meaning of an applicable Tax treaty) in, or otherwise conducts a trade or business in, any jurisdiction outside of the relevant member of the Carbon Revolution Group’s place of incorporation;

(7) no member of the Carbon Revolution Group has entered into or been party to any transaction which contravenes any anti-avoidance provisions of any Tax Law;

(8) no member of the Carbon Revolution Group has taken any action which has altered or prejudiced or might alter or prejudice any arrangement, agreement or Tax ruling which has previously been negotiated with or obtained from the relevant Government Agency or under any Tax Law;

(9) no member of the Carbon Revolution Group is or is expected to become liable to pay, reimburse or indemnify any Tax of any other person;

(10) each member of the Carbon Revolution Group has been a resident for Tax purposes solely in the jurisdiction of its incorporation;

(11) since it commenced carrying on business or deriving income, the office of public officer of each member of the Carbon Revolution Group as required under any Tax Law has been occupied without vacancy thereof;

(12) all documents and transactions entered into or made by a member of the Carbon Revolution Group which are required to be stamped have been duly stamped and appropriately lodged with the relevant Government Agency, and there are no outstanding assessments of Duty (including fines, penalties and interest) in respect of any document, instrument or statement which a member of the Carbon Revolution Group is liable to pay stamp Duty on, nor any requirement on the part of a member of the Carbon Revolution Group to upstamp any document or instrument in the future on account of any interim stamping or assessment nor any requirement on the part of a member of the Carbon Revolution Group to lodge and pay stamp duty for any transaction that has occurred but for which the liability to stamp duty has not yet arisen;

(13) no member of the Carbon Revolution Group has obtained, wholly or in part, any corporate reconstruction or corporate consolidation, concession, exemption or ex gratia relief from payment of duty in any Australian jurisdiction;

(14) no event has occurred which has resulted in any Duty from which a member of the Carbon Revolution Group obtained relief (including but not limited to corporate reconstruction or corporate consolidation, exemption or concession or ex gratia relief), becoming payable, and the implementation of the Scheme will not result in any such Duty becoming payable;

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(15) no member of the Carbon Revolution Group is or has been (i) a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or (ii) treated as a U.S. corporation under Section 7874(b) of the Code;

(16) each member of the Carbon Revolution Group is in material compliance with all applicable transfer pricing laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology between members of the Carbon Revolution Group. All intercompany agreements have been adequately documented, and such documents have been duly executed in a timely manner. The prices for any property or services (or for the use of any property) provided by or to a member of the Carbon Revolution Group are arm’s-length prices for the purposes of all applicable transfer pricing laws;

(17) no member of the Carbon Revolution Group has a share capital account that is tainted under Division 197 or section 160ARDM of the Tax Act;

(18) the commercial debt forgiveness rules contained in Division 245 of the Tax Act (or its predecessor provisions in Schedule 2C of the Tax Act) have not resulted in a net forgiven amount (as defined in those rules) for any member of the Carbon Revolution Group;

(19) no member of the Carbon Revolution Group has consented to extend or waive the time in which any Tax may be assessed or collected by any Government Agency;

(20) no member of the Carbon Revolution Group will be required to include any item in taxable income, or exclude any item of deduction, for any period ending after the Closing by reason of (i) a change in method of accounting for any period (or portion thereof) ending on or before the Closing, (ii) a use of an improper method of accounting for any period (or portion thereof) ending on or before the Closing, (iii) an installment sale or open transaction disposition made on or prior to the Closing, (iv) any prepaid amount received or deferred revenue accrued on or prior to the Closing or (v) any intercompany transaction;

(21) no written claims have ever been made by any Government Agency in a jurisdiction where any member of the Carbon Revolution Group does not file Tax Returns that such member of the Carbon Revolution Group is or may be subject to taxation by that jurisdiction;

(22) where a member of the Carbon Revolution Group has claimed any support, financial assistance, payment, deferral or relief in connection with COVID-19 from any Government Agency or under any law (including the Coronavirus Economic Response Package (Payments and Benefits) Act 2020 (Cth)), the member of the Carbon Revolution Group:

(A) has satisfied all requirements under applicable laws and administrative practices of the Government Agency; and

(B) has satisfied, received and otherwise complied with all applicable authorisations (including administrative practices of the Government Agency), to receive such support, assistance, payment or relief;

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(ii) (employees) except as would not have a Carbon Revolution Material Adverse Effect:

(1) the Disclosure Materials accurately set out the period of service, remuneration package (including bonuses, profit share, and employee incentive plan entitlements), applicable allowances, redundancy or termination entitlements and accrued leave (including long service leave, annual leave and personal leave) for each employee of the Carbon Revolution Group as at the date specified in the relevant Disclosure Materials;

(2) except as arising in the ordinary course of business before the Implementation Date, no Carbon Revolution Group Member is under, nor will it assume before the Implementation Date, any liability to any employee of the Carbon Revolution Group for any pension, lump sum retiring allowance or redundancy payment or any liability with respect to annual, long service or personal leave;

(3) each Carbon Revolution Group Member materially complies with all obligations under employment contracts, industrial agreements and awards, and with all codes of conduct and practice relevant to conditions of service and to the relations between it and the employees employed by it;

(4) no Carbon Revolution Group Member is a party to any workplace agreement with a trade union or industrial organisation, group of employees or individual employees in respect of the Carbon Revolution Group and no industrial awards or workplace agreements apply to any employees of a Carbon Revolution Group Member;

(5) no Carbon Revolution Group Member has been involved in any dispute with any union or employee of a Carbon Revolution Group Member at any time within the 6 months preceding the date of this deed.

(jj) (superannuation) except as would not have a Carbon Revolution Material Adverse Effect:

(1) the external superannuation funds disclosed in the Disclosure Materials are the only superannuation funds in operation in relation to employees of the Carbon Revolution Group and to which a Carbon Revolution Group Member contributes or is obliged to contribute in respect of employees of the Carbon Revolution Group; and

(2) with respect to the External Superannuation Funds the prescribed minimum level of superannuation support in respect of each employee of the Carbon Revolution Group has been provided so as not to incur a shortfall amount under the Superannuation Guarantee (Administration) Act 1992 (Cth).

(kk) (real property)

(1) there are no freehold properties owned by the Carbon Revolution Group;

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(2) Carbon Revolution or another member of the Carbon Revolution Group is the lessee of all leasehold estates reflected in the audited financial statements included in Carbon Revolution’s annual report for the financial year ended 30 June 2022 or acquired after that date (except for leases that have expired by their terms since that date), free and clear of all material Encumbrances and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of Carbon Revolution, the lessor, except as would not have a Carbon Revolution Material Adverse Effect; and

(3) to the knowledge of Carbon Revolution, no Carbon Revolution Group Member has received a notice to vacate or notice to quit from any third party pursuant to any real property leased by a member of the Carbon Revolution Group, except as would not have a Carbon Revolution Material Adverse Effect;

(ll) (Material Contracts) except as would not have a Carbon Revolution Material Adverse Effect:

(1) the Disclosure Materials contain a true and complete copy of each Material Contract;

(2) each Material Contract is in full force and effect and is valid and binding on the applicable member of the Carbon Revolution Group and the relevant Carbon Revolution Group Member has in all material respects complied with and performed all obligations required to be complied with or performed by it to date under each Material Contract;

(3) as at the date of this deed, no member of the Carbon Revolution Group has knowledge of, or has received notice of, any breach of any Material Contract by any of the other parties thereto; and

(4) as at the date of this deed, no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Carbon Revolution Group or, to the knowledge of Carbon Revolution, any other party thereto, of or under any Material Contract, or which constitutes an event of default, prepayment event or similar event, or gives another party a termination right or right to accelerate any right or obligation (including a right or obligation to any payment or fees);

(mm) (related party transactions) no member of the Carbon Revolution Group has entered into, or agreed to enter into, a transaction which requires, or would require, the approval of the holders of Carbon Revolution Shareholders under Chapter 10 of the Listing Rules;

(nn) (insurance) the Disclosure Materials contain complete and accurate particulars of all current insurance policies and cover notes taken out in respect of each member of the Carbon Revolution Group (Insurances) and, except as would not have a Carbon Revolution Material Adverse Effect:

(1) each Insurance is currently in full force and effect and all applicable premiums have been paid.

(2) as at the date of this deed, there are no outstanding claims made by a member of the Carbon Revolution Group or any person on its behalf under an Insurance or an insurance policy held by a member of the Carbon Revolution Group; and

(3) as of the date of this deed, no member of the Carbon Revolution Group has received written notice of any threatened termination of, premium increase with respect to, or alteration of coverage under, any Insurance.

page 106

Schedule 4

MergeCo Representations and Warranties

(a) (validly existing): each of MergeCo and Merger Sub is a validly existing corporation registered under the laws of its place of incorporation;

(b) (authority): the execution and delivery of this deed by MergeCo has been properly authorised by all necessary corporate action of MergeCo and MergeCo has taken or will take all necessary corporate action to authorise the performance of this deed, and each other Transaction Document and the transactions contemplated by this deed;

(c) (power) it has power to enter into this deed, and each other Transaction Document to which it is a party in order to comply with its obligations under it and exercise its rights under it;

(d) (no default): neither this deed nor the carrying out by MergeCo or Merger Sub of the transactions contemplated by this deed, the BCA and each other Transaction Document to which it is a party does or will conflict with or result in the breach of or a default under:

(1) any provision of MergeCo’s or Merger Sub’s constituent documents (as applicable); or

(2) any writ, order or injunction, judgment, law, rule or regulation to which it is party or subject or by which it is bound,

and it is not otherwise bound by any agreement that would prevent or restrict it from entering into or performing this deed;

(e) (validity of obligations): its obligations under this deed are valid and binding and are enforceable against it in accordance with its terms;

(f) (deed binding): this deed is a valid and binding obligation of MergeCo, enforceable in accordance with its terms;

(g) (MergeCo Information): the MergeCoInformation provided for inclusion in the Scheme Booklet, as at the date the Scheme Booklet is despatched to Carbon Revolution Shareholders, will be accurate in all material respects and will not contain any statement which is materially misleading or deceptive (with any statement of belief or opinion being honestly held and formed on a reasonable basis), including by way of omission from that statement;

(h) (basis of MergeCo Information): the MergeCoInformation:

(1) will be provided to Carbon Revolution in good faith; and

(2) will comply in all material respects with the requirements of the Corporations Act, the Corporations Regulations, RG 60, applicable Takeovers Panel guidance notes and the Listing Rules;

(i) (new information): it will, as a continuing obligation, provide to Carbon Revolution all further or new information which arises after the Scheme Booklet has been despatched to Carbon Revolution Shareholders until the date of the Scheme Meeting which is necessary to ensure that the MergeCo Information is not misleading or deceptive (including by way of omission);

page 107

Schedule 4     Carbon Revolution Representations and Warranties  

(j) (Insolvency Event or regulatory action): no Insolvency Event has occurred in relation to it or Merger Sub, nor has any regulatory action of any nature been taken that would reasonably be likely to prevent or restrict its ability to fulfil its obligations under this deed, under the Deed Poll or under the Scheme;

(k) (no regulatory approvals): other than as contemplated by this deed, it does not require any approval, consent, clearance, waiver, ruling, relief, confirmation, exemption, declaration or notice from any Government Agency in order to execute and perform this deed, the BCA or the Transaction Documents;

(l) (ownership and operations): MergeCo was formed on 5 July 2017 and since that date has engaged in no other business activities, acquired no assets, engaged no employees, and has no liabilities or obligations (other than incurred in connection with the transactions contemplated by this deed, the BCA or any other Transaction Document) and has conducted its operations only as contemplated by this deed, the BCA or any other Transaction Document.

(m) (Brokers): No broker, finder or banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction, or the transaction contemplated under the Transaction Documents, based upon arrangements made by or on behalf of MergeCo or Merger Sub; and

(n) (capital structure): as at the date of this deed the capital structure of MergeCo and Merger Sub is as set out in Part 2 of Schedule 5 and neither MergeCo nor Merger Sub has agreed to issue any other shares or other securities, including any securities which may be converted or exchanged into MergeCo or Merger Sub shares or other securities.

page 108

Schedule 5

Part 1 - Carbon Revolution capital structure

Security	Total number on issue
Fully paid ordinary shares	206,909,911
Performance rights	1,381,551
Unquoted options (ASX: CBRAE)	4,996,896
Unquoted options (ASX: CBRAI)	6,303,901

Part 2 – MergeCo and Merger Sub capital structure

Security	Total number on issue
MergeCo fully paid ordinary shares	100
Merger Sub fully paid ordinary shares	1

page 109

Signing page

Executed as a deed

	Carbon Revolution
	Signed sealed and delivered by Carbon Revolution Limited under section 127 of the Corporations Act 2001 (Cth) by
sign here ►	/s/ James Douglas	sign here ►	/s/ Dane Anthony McKee
	Director		Director
print name	James Douglas	print name	Dane Anthony McKee

page 1

Schedule 5     Signing page  

	SPAC
	Signed sealed and delivered by Twin Ridge Capital Acquisition Corp in the presence of	Seal
sign here ►	/s/ William P. Russell Jr.	sign here ►	/s/ Bonnie Purcell
	Authorised signatory		Witness
print name	William P. Russell Jr.	print name	Bonnie Purcell

Schedule 5     Signing page  

SIGNED SEALED AND DELIVERED for and on behalf of and as the deed of POPPETELL LIMITED by its lawfully appointed attorney l [insert name of attorney] in the presence of:	Seal
/s/ Rodney O’Rourke
Signature of witness	/s/ Ronan Donohoe
	Signature of attorney
Rodney O’Rourke
Name of witness

	Ronan Donohoe - Director
Palmerston House, Denzille Lane, Dublin 2	Print name of attorney
Address of witness
Solicitor
Occupation of witness

Schedule 5     Signing page  

Attachment 1 - Conditions Precedent Certificate

[Intentionally Omitted]

Schedule 5     Signing page  

Attachment 2 - Scheme of Arrangement

[Intentionally Omitted]

Schedule 5     Signing page  

Attachment 3 - Deed Poll

[Intentionally Omitted]

EX-10.1

Exhibit 10.1

SPONSOR SIDE LETTER

This letter agreement (this “Side Letter”) is dated as of November 29, 2022, by and among Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Twin Ridge Capital Sponsor Subsidiary, LLC a Delaware limited liability company (“TRCA Subsidiary”), Alison Burns (“Burns”), Paul Henrys (“Henrys”) and Gary Pilnick (“Pilnick” and, together with Burns and Henrys, the “Independent Directors”) and Dale Morrison (“Morrison”), Sanjay K. Morey (“Morey”) and William P. Russell, Jr. (“Russell” and, together with Morrison and Morey, the “Other Insiders”, and together with Sponsor, TRCA Subsidiary and the Independent Directors, the “Sponsor Parties”), Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted Company (“SPAC”), Carbon Revolution Limited ACN 128 274 653 (the “Company”) and Poppetell Limited, a public limited company incorporated in the Republic of Ireland with registered number 607450 (“MergeCo”). Capitalized terms used but not defined in this Side Letter shall have the respective meanings ascribed to such terms in the Business Combination Agreement and the Scheme Implementation Deed (as each such term is defined below), except as otherwise provided in this Side Letter.

RECITALS

WHEREAS, as of the date hereof, (a) the Sponsor is the holder of record and beneficial owner (any such holder, a “Holder”) of 1,917,203 SPAC Class B Ordinary Shares (the “Sponsor Shares”), (b) TRCA Subsidiary is the Holder of 3,350,000 SPAC Class B Ordinary Shares (the “TRCA Subsidiary Shares”), (c) Burns is the Holder of 20,000 SPAC Class B Ordinary Shares (the “Burns Shares”), (d) Henrys is the Holder of 20,000 SPAC Class B Ordinary Shares (the “Henrys Shares”) and (e) Pilnick is the Holder of 20,000 SPAC Class B Ordinary Shares (the “Pilnick Shares” and, together with the Sponsors Shares, the TRCA Subsidiary Shares, the Burns Shares and the Henrys Shares, the “Founder Shares”);

WHEREAS, contemporaneously with the execution and delivery of this Side Letter, (a) SPAC, the Company, MergeCo and Poppettell Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of MergeCo (“Merger Sub”), have entered into a Business Combination Agreement, dated as of the date hereof (as the same may be amended, restated or amended and restated from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, among other things, (i) each SPAC Class B Ordinary Share shall convert automatically, on a one-for-one basis, into a SPAC Class A Ordinary Share and immediately thereafter each SPAC Class A Ordinary Share shall be automatically cancelled in exchange for one (1) validly issued, fully paid and non-assessable MergeCo Ordinary Share, (ii) each SPAC Public Warrant shall be automatically exchanged to become one (1) MergeCo Public Warrant and each such MergeCo Public Warrant will be subject to, substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Public Warrant was issued immediately prior to the SPAC Merger Effective Time and (iii) each SPAC Private Warrant shall be automatically exchanged to become one (1) MergeCo Public Warrant (each, a “MergeCo Founder Warrant”) and each such MergeCo Founder Warrant will be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant  to which such SPAC Private Warrant was issued immediately prior to the SPAC Merger Effective Time (iv) SPAC will merge with and into Merger Sub by operation of law (the “Merger”), with Merger Sub being the surviving corporation in the Merger and (v) each ordinary share of Merger Sub issued and outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and exchange for one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Company and (b) SPAC, the Company and MergeCo have entered into a Scheme Implementation Deed, dated as of the date hereof (as the same may be amended, restated or amended and restated from time to time in accordance with its terms, the “Scheme Implementation Deed”), pursuant to which, among other things, each shareholder of the Company (as at the Scheme Record Date) shall be issued MergeCo Ordinary Shares (as calculated in accordance with, and pursuant to the Scheme of Arrangement as at the Scheme Record Date) in exchange for the transfer to MergeCo of all shares of the Company held by each such shareholder of the Company (as at the Scheme Record Date); and

WHEREAS, as an inducement to the SPAC, Company and MergeCo to enter into the Business Combination Agreement and the Scheme Implementation Deed, and to consummate the transactions contemplated therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereto desire to agree to certain matters as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

COVENANTS

Section 1.1      Transfer Restrictions. Each Sponsor Party, and any of their successors, assigns or permitted transferees, hereby acknowledges and agrees that during the period between the execution of this Side Letter and the Closing, the Founder Shares shall remain subject to and bound by the provisions of, and may only be transferred in accordance with Section 5 of that certain letter agreement, dated as of March 3, 2021 (the “Lock-Up Agreement”), by and among SPAC and each of the Sponsor Parties, a copy of which is attached hereto as Exhibit A, and that certain joinder to the Lock-Up Agreement, dated November 18, 2022, by and between SPAC and Sponsor, a copy of which is attached hereto as Exhibit B.

Section 1.2          Obligations with Respect to the Transactions. During the period between the execution of this Side Letter and the Closing, each Sponsor Party irrevocably and unconditionally agrees that: (a) he, she or it shall not elect to make or effect a redemption with respect to any such Covered Shares (as defined below); and (b) at any meeting of the shareholders of SPAC (or any adjournment or postponement thereof), and in any action by written consent of the shareholders of SPAC requested by SPAC’s board of directors or undertaken as contemplated by the Business Combination Agreement, (i) when the SPAC Stockholders Meeting is held, appear at such meeting, in person or by proxy, or otherwise cause all of its, his or her Covered Shares to be counted as present thereat for the purpose of establishing a quorum and (ii) vote (or execute and return an action by written consent), or cause to be voted at such SPAC Stockholders’ Meeting, and any other special meeting of SPAC stockholders called for the purpose of soliciting stockholder approval in connection with the consummation of the Transactions (defined below), (or validly execute and return and cause such consent to be granted with respect thereto), all of its, his or her Covered Shares in favor of each and every SPAC Proposals and SPAC Extension Proposals contemplated under the Business Combination Agreement or the Scheme Implementation Deed (the transactions contemplated thereunder, the “Transactions”) and (iii) vote for any proposal to adjourn or postpone the applicable stockholder meeting to a later date if (and only if) there are not sufficient votes for approval of the Business Combination Agreement and Scheme Implementation Deed and any other SPAC Proposals, SPAC Extension Proposals or other proposals related thereto as set forth in the SPAC Proxy Statement on the dates on which such meetings are held. The obligations of each of Sponsor Party specified in this Section 1.2 shall apply whether or not the Transactions or any action described above are recommended by the board of directors of SPAC or there is, or is reasonably expected to be, a change of recommendation. For purposes of this Side Letter, “Covered Shares” means all SPAC Class A Ordinary Shares and Founder Shares held by such Sponsor Party, as of the date hereof together with any SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares or any shares of capital stock of SPAC acquired by such Sponsor Party after the date hereof. For the avoidance of doubt, nothing set forth herein shall restrict the actions of any Person in his or her capacity as a director of SPAC.

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Section 1.3          Waiver of Anti-dilution Protection. With respect to its Founder Shares (except in respect of the Forfeited Shares (defined below)), each Sponsor Party hereby waives, effective as of the Closing, and shall refrain from asserting or perfecting, subject to, conditioned upon and effective as of the Closing (for itself and for its successors and assigns), to the fullest extent permitted by Law and the governing documents of SPAC, any rights to adjustment of the conversion ratio with respect to the SPAC Class B Ordinary Shares owned by such Sponsor Party set forth in the governing documents of SPAC or otherwise (including the rights set forth in Section 17.3 of the Amended and Restated Memorandum and Articles of Association of SPAC, effective as of March 3, 2021) (the “Anti-dilution Waiver”). Notwithstanding anything to the contrary contained herein, no Sponsor Party shall be prohibited from waiving, asserting or perfecting any of the foregoing rights in the event the Business Combination Agreement and Scheme Implementation Deed are validly terminated in accordance with their terms. If the Business Combination Agreement and Scheme Implementation Deed are so terminated, then this Section 1.3 shall be deemed null and void ab initio.

Section 1.4         Forfeiture. Immediately prior to the Closing and conditioned upon the Closing, Sponsor acknowledges and agrees that 327,203 of the Founder Shares that are held of record and beneficially by Sponsor (the “Forfeited Shares”) shall be automatically forfeited and surrendered to the SPAC for no additional consideration and without any further action on the part of any other Person (the “Forfeiture”).  SPAC acknowledges and agrees that immediately prior to Closing, SPAC shall do all things necessary to give effect to the Forfeiture set forth in this Section 1.4. If the Business Combination Agreement and Scheme Implementation Deed are so terminated, then this Section 1.4 shall be automatically deemed null and void ab initio.

Section 1.5          Exclusivity. During the period between the execution of this Side Letter and the Closing or the earlier termination of the Business Combination Agreement and the Scheme Implementation Deed in accordance with the terms therein, each Sponsor Party, except in such Sponsor Party’s capacity as a director of SPAC, agrees not to solicit, initiate or take any action to knowingly facilitate or encourage a SPAC Competing Proposal or Competing Proposal; provided, that, for the avoidance of doubt a Sponsor Party shall not be in breach of this Section 1.5 for any action taken in respect of any other vehicle or investment, which is not SPAC (nor a subsidiary thereof) and which does not otherwise violate the provisions of this Section 1.5.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Each Sponsor Party represents and warrants to the Company, SPAC, and MergeCo (solely with respect to itself, himself or herself and not with respect to any other Sponsor Party) as follows:

Section 2.1          Organization; Due Authorization. If such Sponsor Party is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Side Letter and the consummation of the transactions contemplated hereby are within such Sponsor Party’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor Party. If such Sponsor Party is an individual, such Sponsor Party has full legal capacity, right and authority to execute and deliver this Side Letter and to perform his or her obligations hereunder. This Side Letter has been duly executed and delivered by such Sponsor Party and, assuming due authorization, execution and delivery by the other parties to this Side Letter, this Side Letter constitutes a legally valid and binding obligation of such Sponsor Party, enforceable against such Sponsor Party in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Side Letter is being executed in a representative or fiduciary capacity, the Person signing this Side Letter has full power and authority to enter into this Side Letter on behalf of the applicable Sponsor Party.

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Section 2.2          Ownership. Such Sponsor Party is the Holder and has good title to, of all of such Sponsor Party’s Founder Shares as set forth in this Side Letter, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Founder Shares, other than transfer restrictions under the Securities Act) affecting any such Founder Shares, other than transfer restrictions under the applicable securities laws or pursuant to (a) this Side Letter or (b) such Sponsor’s Party’s organizational documents, the organizational documents of SPAC or the organizational documents of MergeCo. The Founder Shares as set forth in this Side Letter are the only equity securities in SPAC owned of record or beneficially by such Sponsor Party on the date of this Side Letter, and none of such equity securities are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such equity securities which would prevent such Sponsor Party from complying with its obligations hereunder.

Section 2.3          No Conflicts. THE EXECUTION AND DELIVERY OF THIS SIDE LETTER BY SUCH SPONSOR PARTY DOES NOT, AND THE PERFORMANCE BY SUCH SPONSOR PARTY OF HIS, HER OR ITS OBLIGATIONS HEREUNDER WILL NOT, (A) IF SUCH SPONSOR PARTY IS NOT AN INDIVIDUAL, CONFLICT WITH OR RESULT IN A VIOLATION OF THE ORGANIZATIONAL DOCUMENTS OF SUCH SPONSOR PARTY OR (B) REQUIRE ANY CONSENT OR APPROVAL THAT HAS NOT BEEN GIVEN OR OTHER ACTION THAT HAS NOT BEEN TAKEN BY ANY PERSON (INCLUDING UNDER ANY CONTRACT BINDING UPON SUCH SPONSOR PARTY OR SUCH SPONSOR PARTY’S FOUNDER SHARES), IN EACH CASE, TO THE EXTENT SUCH CONSENT, APPROVAL OR OTHER ACTION WOULD PREVENT, ENJOIN OR MATERIALLY DELAY THE PERFORMANCE BY SUCH SPONSOR PARTY OF ITS, HIS OR HER OBLIGATIONS UNDER THIS SIDE LETTER.

Section 2.4          Litigation. There are no proceedings pending against any Sponsor Parties, or to the knowledge of the Sponsor Parties, threatened against any Sponsor Party, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by any Sponsor Party or its, his or her obligations under this Side Letter.

ARTICLE III

MISCELLANEOUS

Section 3.1        Termination. This Side Letter and all of its provisions shall terminate and be of no further force or effect upon the termination of the Business Combination Agreement in accordance with Section 9.01 thereof, or the termination of the Scheme Implementation Deed in accordance with Section 12 thereof. Upon such termination of this Side Letter, all obligations of the parties under this Side Letter will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no Person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof, except for any liability on the part of any party for willful misconduct or Fraud under this Side Letter prior to such termination. This Article III shall survive the termination of this Side Letter.

Section 3.2         Amendment and Waiver. No amendment of any provision of this Side Letter shall be valid unless the same shall be in writing and signed by SPAC, the Company, MergeCo and each Sponsor Party to the extent such Sponsor Party holds Founder Shares. No waiver of any provision or condition of this Side Letter shall be valid unless the same shall be in writing and signed by the party against which such waiver is to be enforced. No waiver by any party of any default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not, shall be deemed to extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any other, prior or subsequent such occurrence.

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Section 3.3          Assignment. This Side Letter and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Side Letter nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto, other than in respect of the dissolution of the Sponsor to the members of the Sponsor as a result thereof. This Side Letter is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the parties and such permitted assigns, any legal or equitable rights hereunder.

Section 3.4          Fiduciary Duties. Notwithstanding anything in this Side Letter to the contrary, (a) each Sponsor Party makes no agreement or understanding herein in any capacity other than in the Sponsor Party’s capacity as a record holder and beneficial owner of its Founder Shares, each Sponsor Party makes no agreement or understanding herein in any capacity other than in such Sponsor Party’s capacity as a direct or indirect investor in SPAC, and not, in the case of any Sponsor Party, in such Sponsor Party’s capacity as a director, officer or employee of SPAC, and (b) nothing herein will be construed to limit or affect any action or inaction by any Sponsor Party or any representative of the Sponsor serving as a member of the board of directors (or other similar governing body) of SPAC or as an officer, employee or fiduciary of SPAC, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of SPAC.

Section 3.5          Notices. All notices, demands and other communications to be given or delivered under this Side Letter shall be in writing and shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email (with confirmation of transmission) prior to 5:00 p.m. eastern time on a Business Day and, if otherwise, on the next Business Day, (b) one (1) Business Day following delivery by reputable overnight express courier (charges prepaid) or (c) three (3) days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing pursuant to the provisions of this Section 3.5, notices, demands and other communications to the parties hereto shall be sent to the addresses indicated below:

Notices to SPAC and the Sponsor:	with a copy to (which shall not constitute
	notice):
Twin Ridge Capital Acquisition Corp.
999 Vanderbilt Beach Road, Suite 200	Kirkland & Ellis LLP
Naples, FL 34108	601 Lexington Avenue
Attention: William P. Russell, Jr.; Sanjay Morey	New York, NY  10022
Email:  wrussell@twinridgecapital.com;	Attention:  Christian Nagler; Peter Seligson
smorey@twinrdigecapital.com	E-mail: christian.nagler@kirkland.com;
	peter.seligson@kirkland.com
	and
	Kirkland & Ellis LLP
	609 Main St
	Houston, TX 77002

5

	Attention:  Adam Larson; Rami Totari
	E-mail: adam.larson@kirkland.com;
	rami.totari@kirkland.com
Notices to Company, MergeCo:	with a copy to (which shall not constitute
	notice):
Carbon Revolution Limited	Goodwin Procter LLP
75 Pigdons Road	100 Northern Avenue
VIC 3126 Australia	Boston, MA 02210
Attention: David Nock	Attention:  Jocelyn M. Arel
E-mail: david.nock@carbonrev.com	E-mail: jarel@goodwinlaw.com
	and
	Goodwin Procter LLP
	620 Eighth Avenue
	New York, NY 10018
	Attention:  Jeffrey Letalien
	E-mail: jletalien@goodwinlaw.com

Section 3.6          Entire Agreement. This Side Letter and the exhibits and schedule hereto constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

Section 3.7         Miscellaneous. The provisions of Sections 6.02 (Claims Against Trust Fund), 10.03 (Severability), 10.06 (Governing Law), 10.07(Waiver of Jury Trial), 10.09 (Counterparts) and 10.10 (Specific Performance) of the Business Combination Agreement shall apply mutatis mutandis.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Side Letter as of the date first written above.

SPONSOR:

TWIN RIDGE CAPITAL SPONSOR, LLC

By: /s/ William P. Russell, Jr.

Name: William P. Russell, Jr.

Title:  Co-Chief Executive Officer

TRCA SUBSIDIARY:

TWIN RIDGE CAPITAL SPONSOR SUBSIDIARY, LLC

By: /s/ William P. Russell, Jr.

Name: William P. Russell, Jr.

Title:  Authorized Signatory

INDEPENDENT DIRECTORS:

By: /s/ Alison Burns

Alison Burns

By: /s/ Paul Henrys

Paul Henrys

By: /s/ Gary Pilnick

Gary Pilnick

OTHER INSIDERS:

By: /s/ Dale Morrison

Dale Morrison

By: /s/ Sanjay K. Morey

Sanjay K. Morey

[Signature Page to Side Letter]

By: /s/ William P. Russell, Jr.

William P. Russell, Jr.

SPAC:

TWIN RIDGE CAPITAL ACQUISITION CORP.

By: /s/ William P. Russell, Jr.

Name: William P. Russell, Jr.

Title:  Co-Chief Executive Officer

COMPANY:

CARBON REVOLUTION LIMITED ACN 128 274 653

By: /s/ Dale McKee

Name: Dale Anthony McKee

Title:  Director

MERGECO:

POPPETELL LIMITED

By: /s/ Ronan Donohoe

Name: Ronan Donohoe

Title:  Director

[Signature Page to Side Letter]

EXHIBIT A

LOCK-UP AGREEMENT

[INTENTIONALLY OMITTED]

EXHIBIT B

JOINDER TO LOCK-UP AGREEMENT

[INTENTIONALLY OMITTED]

EX-10.2

Exhibit 10.2

STANDBY EQUITY PURCHASE AGREEMENT

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 28, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TWIN RIDGE CAPITAL ACQUISITION CORP., a company incorporated under the laws of the Cayman Islands (the “Company”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company, upon closing of the Business Combination (as defined below), shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $60 million in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), and (ii) (to the extent applicable) the Exchange Cap (as defined below); and

WHEREAS, upon the closing of the Business Combination, the Common Shares of the combined entity will be listed for trading on a United States national exchange; and

WHEREAS, the offer and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

Article I. Certain Definitions

Section 1.01      “Additional Shares” shall have the meaning set forth in Section 2.01(f).

Section 1.02      “Adjusted Advance Amount” shall have the meaning set forth in Section 2.01(f)(i).

Section 1.03      “Advance” shall mean any issuance and sale of Advance Shares from the Company to the Investor pursuant to Article II hereof.

Section 1.04      “Advance Date” shall mean the 1^st Trading Day after expiration of the applicable Pricing Period for each Advance.

Section 1.05      “Advance Notice” shall mean, as applicable, an Option 1 Advance Notice in the form of Exhibit A attached hereto or an Option 2 Advance Notice in the form of Exhibit B attached hereto, and delivered to the Investor hereto.

Section 1.06      “Advance Notice Date” shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) and Section 2.01(c), as applicable, of this Agreement) an Advance Notice to the Investor, subject to the terms of this Agreement.

Section 1.07      “Advance Shares” shall mean the Common Shares that the Company desires to issue and sell to the Investor as requested by the Company pursuant to an Advance Notice.

Section 1.08      “Affiliate” shall have the meaning set forth in Section 3.07.

Section 1.09      “Agreement” shall have the meaning set forth in the preamble of this Agreement.

Section 1.10      “Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.

Section 1.11      “Average Price” shall mean a price per Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (i) the aggregate gross purchase price paid by the Investor for all Shares purchased pursuant to this Agreement by (ii) the aggregate number of Shares issued pursuant to this Agreement.

Section 1.12      “Black Out Period” shall have the meaning set forth in Section 6.02(a).

Section 1.13      “Business Combination” shall mean the transactions contemplated by that certain Business Combination Agreement and Scheme Implementation Deed, each dated on or about the date hereof (collectively, the “Merger Agreement”), by and among the Company and other parties thereto, pursuant to which the Company and Carbon Revolution Limited (the “Target”) have agreed to consummate a business combination, pursuant to the terms and condition in the Merger Agreement.

Section 1.14      “Claim” shall have the meaning set forth in Section 12.07.

Section 1.15      “Closing” shall have the meaning set forth in Section 2.02.

Section 1.16      “Commitment Amount” shall mean $60,000,000 of Common Shares, provided that, the Company shall not issue and sell any Common Shares pursuant to this Agreement, and the Investor shall not purchase any Common Shares pursuant to this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares that would be issued pursuant to this Agreement would exceed 19.9% of the number of issued and outstanding Common Shares as of the Effective Date calculated in accordance with the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided further that, the Exchange Cap will not apply (a) if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market or (b) solely to the extent that (and only for so long as) the Average Price (including any sales covered by an Advance Notice that has been delivered prior to the determination of whether this clause (b) applies) equals or exceeds the lower of (i) the NYSE Official Closing Price (as reflected on NYSE.com) immediately preceding the Effective Date; or (ii) the average NYSE Official Closing Price for the five Trading Days immediately preceding the Effective Date.

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Section 1.17      “Commitment Fee Shares” shall have the meaning set forth in Section 12.05.

Section 1.18      “Commitment Period” shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement in accordance with Section 10.01.

Section 1.19      “Common Shares” shall have the meaning set forth in the recitals of this Agreement.

Section 1.20      “Company” shall have the meaning set forth in the preamble of this Agreement.

Section 1.21       “Company Indemnitees” shall have the meaning set forth in Section 5.02.

Section 1.22      “Condition Satisfaction Date” shall have the meaning set forth in Section 7.01.

Section 1.23      “Daily Traded Volume” shall mean the daily trading volume of the Company’s Common Shares on the Principal Market during regular trading hours as reported by Bloomberg L.P.

Section 1.24      “Effective Date” shall mean the sixth (6th) Trading Day following the date of closing of the Business Combination.

Section 1.25      “Environmental Laws” shall have the meaning set forth in Section 4.13.

Section 1.26      “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Section 1.27      “Exchange Cap” shall have the meaning set forth in Section 1.16.

Section 1.28      “Excluded Day” shall have the meaning set forth in Section 2.01(f)(i).

Section 1.29      “GAAP” shall have the meaning set forth in Section 4.06.

Section 1.30      “Hazardous Materials” shall have the meaning set forth in Section 4.13.

Section 1.31      “Indemnified Liabilities” shall have the meaning set forth in Section 5.01.

Section 1.32      “Investor” shall have the meaning set forth in the preamble of this Agreement.

Section 1.33      “Investor Indemnitees” shall have the meaning set forth in Section 5.01.

Section 1.34      “Market Price” shall mean an Option 1 Market Price or Option 2 Market Price, as applicable.

Section 1.35     “Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement.

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Section 1.36       “Material Outside Event” shall have the meaning set forth in Section 6.08.

Section 1.37     “Maximum Advance Amount” in respect of each Advance Notice, means the greater of: (i) an amount equal to one hundred percent (100%) of the aggregate Daily Traded  Volume of Common Shares on the Company’s Principal Market for the five (5) Trading Days immediately preceding an Advance Notice and (ii) $10,000,000.

Section 1.38      “Merger Agreement” shall have the meaning set forth in Section 1.13.

Section 1.39     “Minimum Acceptable Price” or “MAP” shall mean the minimum price notified by the Company to the Investor in an Option 2 Advance Notice, if applicable.

Section 1.40      “New York Stock Exchange” shall mean the New York Stock Exchange.

Section 1.41      “OFAC” shall have the meaning set forth in Section 4.29.

Section 1.42      “Option 1 Advance Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company and setting forth the amount of an Advance that the Company desires to issue and sell to the Investor pursuant to  Section  2.01(b).

Section 1.43      “Option 2 Advance Notice” shall mean a written notice in the form of Exhibit B attached hereto to the Investor executed by an officer of the Company and setting amount of an Advance that the Company desires to issue and sell to the Investor pursuant to Section 2.01(c).

Section 1.44      “Option 1 Advance Notice Date” shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement) an Option 1 Advance Notice to the Investor, subject to the terms of this Agreement.

Section 1.45      “Option 2 Advance Notice Date” shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(c) of this Agreement) an Option 2 Advance Notice to the Investor, subject to the terms of this Agreement.

Section 1.46      “Option 1 Market Price” shall mean the average daily VWAP of the Common Shares during the applicable Option 1 Pricing Period.

Section 1.47      “Option 2 Market Price” shall mean the lowest daily VWAP of the Common Shares during the applicable Option 2 Pricing Period.

Section 1.48      “Option 1 Pricing Period” shall mean the Trading Day commencing on the Option 1 Advance Notice Date.

Section 1.49      “Option 2 Pricing Period” shall mean the three (3) consecutive Trading Days commencing on the Option 2 Advance Notice Date.

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Section 1.50      “Option 1 Purchase Price” shall mean the price per Advance Share obtained by multiplying the average daily VWAP of the Common Shares during the applicable Option 1 Pricing Period by 95%.

Section 1.51       “Option 2 Purchase Price” shall mean the price per Advance Share obtained by multiplying the lowest daily VWAP of the Common Shares during the applicable Option 2 Pricing Period by 97%.

Section 1.52      “Option 1 Volume Threshold” or “VT” shall mean a number of Common Shares equal to the quotient of (a) the number of Advance Shares requested by the Company in an Option 1 Advance Notice divided by (b) 0.35.

Section 1.53      “Ownership Limitation” shall have the meaning set forth in Section 2.01(d)(i).

Section 1.54     “Permitted Liens” shall mean (i) statutory or common law liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen or construction contractors and other similar liens that arise in the ordinary course of business and that relate to amounts not yet delinquent or that are being contested in good faith through appropriate actions, (ii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (iii) liens for utilities, taxes, assessments or other governmental charges (including, without limitation, water and sewer charges) which are not yet delinquent or being contested in good faith through appropriate actions and for which appropriate reserves have been established in accordance with GAAP, (iv) liens, encumbrances and restrictions on real property (including easements, defects or imperfections of title, encroachments, conditions, covenants, licenses, rights of way and similar restrictions of record or that would be shown by a current title report or similar report or listing of such real property) that (A) are matters of record, (B) would be disclosed by a current, accurate survey or physical inspection of such real property or (C) do not materially interfere with the present uses of such real property, (v) with respect to any leased real property (A) the interests and rights of the respective lessors under the terms of the leases with respect thereto, including any statutory landlord liens and any lien thereon and (B) any liens, encumbrances and restrictions on real property (including easements, defects or imperfections of title, encroachments, conditions, covenants, rights of way and similar restrictions of record) touching and concerning the land of which the leased real property is a part that do not materially interfere with the present uses of such leased real property, (vi) with respect to any leased real property, zoning, building, subdivision, entitlement and other land use and environmental regulations promulgated by any governmental authority, and (vii) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the ordinary course of business.

Section 1.55      “Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Section 1.56      “Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.

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Section 1.57      “Pricing Period” shall mean the Option 1 Pricing Period or Option 2 Pricing Period, as applicable.

Section 1.58     “Principal Market” shall mean the New York Stock Exchange; provided however, that in the event the  Common Shares are ever listed or traded on the Nasdaq Stock Market LLC, or the NYSE American, then the “Principal Market” shall mean such other market or exchange on which the  Common Shares are then listed or traded to the extent such other market or exchange is the principal trading  market or exchange for the Common Shares.

Section 1.59      “Prospectus” shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with a Registration Statement.

Section 1.60      “Prospectus Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, including, without limitation, any prospectus supplement to be filed in accordance with Section 6.01 hereof.

Section 1.61      “Purchase Price” shall mean the price per Advance Share obtained by multiplying the Market Price by (i) 95% of the average  daily VWAP in respect of an Advance Notice with an Option 1 Pricing Period, and (ii) 97% of the lowest daily VWAP in respect of an Advance Notice with an Option 2 Pricing Period.

Section 1.62    “Registrable Securities” shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to any Shares by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.

Section 1.63      “Registration Limitation” shall have the meaning set forth in Section 2.01(d)(ii).

Section 1.64     “Registration Statement” shall mean a registration statement on Form F-1 or Form F-3 or on such other form promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by the Investor of the Registrable Securities under the Securities Act, which registration statement provides for the resale from time to time of the Shares as provided herein.

Section 1.65       “Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.

Section 1.66       “Restricted Period” shall have the meaning set forth in Section 6.17.

Section 1.67      “Restricted Person” shall have the meaning set forth in Section 6.17.

Section 1.68      “Sanctions” shall have the meaning set forth in  Section 4.29.

Section 1.69      “Sanctioned Countries” shall have the meaning set forth in Section 4.29.

Section 1.70      “SEC” shall mean the U.S. Securities and Exchange Commission.

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Section 1.71      “SEC Documents” shall have the meaning set forth in Section 4.05.

Section 1.72      “Securities Act” shall have the meaning set forth in the recitals of this Agreement.

Section 1.73      “Settlement Document” shall have the meaning set forth in Section 2.02(a).

Section 1.74       “Shares” shall mean the Commitment Fee Shares and the Common Shares to be issued from time to time hereunder pursuant to an Advance.

Section 1.75      “Subsidiary” of the Company shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”

Section 1.76      “Target” shall have the meaning set forth in Section 1.13.

Section 1.77      “Trading Day” shall mean any day during which the Principal Market shall be open for business.

Section 1.78       “Transaction Documents” shall have the meaning set forth in Section 4.02.

Section 1.79      “Trust Account” shall have the meaning set forth in Section 12.07.

Section 1.80      “VWAP” shall mean for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading Day on the Principal Market during regular trading hours as reported by Bloomberg L.P.

Article II. Advances

Section 2.01     Advances; Mechanics. Upon the completion of the Business Combination (and prior to the Effective Date), the legal entity that will be the surviving publicly-traded parent company of the Company or the surviving publicly-traded parent company of the entity into which the Company is merged upon completion of the Business Combination shall inure to all the benefits and obligations under this Agreement, and all representations and warranties shall apply in respect of such entity and all references to the “Company” in this Agreement shall be to the legal entity that will be such surviving parent company upon completion of the Business Combination.  All references to the Common Shares in this Agreement shall be to the common equity securities of such surviving parent company. All references to “GAAP” shall be to International Financial Reporting Standards (IFRS). Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company, at its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from the Company, Advance Shares by the delivery to the Investor from time to time of an Advance Notice on the following terms:

(a) Advance Notice.  At any time during the Commitment Period the Company may require the Investor to purchase Shares by delivering an Advance Notice to the Investor, subject to the satisfaction or waiver by the Investor of the conditions set forth in Section 7.01, and in accordance with the following provisions:

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(i) The Company shall, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum Advance Amount, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice and the Pricing Period to be used.

(ii) There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount or any part thereof.

(b) Date of Delivery of an Option 1 Advance Notice. Option 1 Advance Notices shall be delivered in accordance with the instructions set forth on the bottom of Exhibit A. An Option 1 Advance Notice shall be deemed delivered (i) the day it is received by the Investor if such notice is received by email prior on or before 9:00 a.m. Eastern Time (or later if waived by the Investor in its sole discretion), or (ii) if such notice is received after 9:00 a.m. Eastern Time, upon receipt by the Investor, which receipt and commencement of the Option 1 Pricing Period is confirmed by the Investor to the Company by email or other writing, in each case in accordance with the instructions set forth on the bottom of Exhibit A.

(c) Date of Delivery of an Option 2 Advance Notice. Option 2 Advance Notices shall be delivered in accordance with the instructions set forth on the bottom of Exhibit B. An Advance Notice shall be deemed delivered on (i) the day it is received by the Investor if such notice is received by email prior on or before 9:00 a.m. Eastern Time (or later if waived by the Investor in its sole discretion) in accordance with the instructions set forth on the bottom of Exhibit B, or (ii) the immediately succeeding day if it is received by email after 9:00 a.m. Eastern Time, in each case in accordance with the instructions set forth on the bottom of Exhibit B.

(d) Advance Limitations. Regardless of the number of Advance Shares requested by the Company in the Advance Notice, the final number of Shares to be issued and sold pursuant to an Advance Notice shall be reduced (if at all) in accordance with each of the following limitations:

(i) Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall (within one business day of such request) inform the Company of the amount of Common Shares the Investor then beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 9.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than one business day after the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or by email or other writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the number of Advance Shares that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder (excluding, for the avoidance of doubt, the Commitment Fee Shares) to exceed the Commitment Amount, shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event.

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(ii) Registration Limitation and Exchange Cap. In no event shall an Advance exceed the amount registered under the Registration Statement then in effect (the “Registration Limitation”) or the Exchange Cap, to the extent applicable. In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation or the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice; provided that in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event.

(e) Option 1 Advance Notice Volume Threshold.

(i) In connection with an Advance Notice where the Company selected an Option 1 Pricing Period, if the aggregate Daily Traded Volume traded during the applicable Option 1 Pricing Period is less than the Volume Threshold, then the number of Advance Shares issued and sold pursuant to such Advance Notice shall be reduced to the greater of (a) 35% of the Daily Traded Volume of the Common Shares on the Principal Market during the applicable Option 1 Pricing Period, or (b) the number of Common Shares sold by the Investor during such Option 1 Pricing Period, but not to exceed the amount requested in the Advance Notice.

(f) Option 2 Advance Notice Minimum Acceptable Price.

(i) With respect to an Option 2 Advance Notice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (1/3) (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price.

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(ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(d).

(g) Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree that upon the Investor’s receipt of a valid Advance Notice the parties shall be deemed to have entered into an unconditional contract binding on both parties for the purchase and sale of Advance Shares pursuant to such Advance Notice in accordance with the terms of this Agreement and (i) subject to Applicable Laws and (ii) subject to Section 3.08, the Investor may sell Common Shares during the Pricing Period.

Section 2.02      Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below.  The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:

(a) On each Advance Date, the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit C for an Option 1 Advance Notice and as Exhibit D for an Option 2 Advance Notice (each a “Settlement Document”), setting forth the final number of Advance Shares to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and conditions of this Agreement. In the case of an Option 2 Advance Notice where a MAP has been elected the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall equal the sum of (i) the Adjusted Advance Amount which shall be purchased at the Purchase Price, plus (ii) the aggregate number of Additional Shares elected to be purchased by the Investor on Excluded Days during such Pricing Period (as contemplated by Section 2.01(f)(ii)) which shall be purchased at the applicable MAP.

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EXHIBIT D

(b) Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly upon (and in any event within one Trading Day after) receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the Advance Shares (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company by email or other writing and transmit notification to the Company that such funds transfer has been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate the transfer of the Common Shares by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption).

(c) On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

(d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Section 2.03      Hardship.

(a) In the event the Investor sells Common Shares after receipt of an Advance Notice and the Company fails to perform its obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws, the Securities Act and other rules of the Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement.

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(b) In the event the Company provides an Advance Notice and the Investor fails to perform its obligations as mandated in Section 2.02, the Investor agrees that in addition to and in no way limiting the rights and obligations set forth in Article V hereto and in addition to any other remedy to which the Company is entitled at law or in equity, including, without limitation, specific performance, it will hold the Company harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Investor and acknowledges that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Company shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws, the Securities Act and other rules of the Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement.

Section 2.04     Completion of Resale Pursuant to the Registration Statement.  After the Investor has purchased the full Commitment Amount and has completed the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the Company by email or other writing that all subsequent resales are completed and the Company will be under no further obligation to maintain the effectiveness of the Registration Statement. Additionally, provided the Investor does not hold any Advance Shares, the Company shall have no further obligation to maintain the effectiveness of any Registration Statement after the 180th day following the earlier to occur of the latest Closing that has occurred and the termination of this Agreement in accordance with its terms.

Article III. Representations and Warranties of Investor

The Investor represents and warrants to the Company, as of the date hereof, as of each Advance Notice Date and each Advance Date that:

Section 3.01      Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no further consent or authorization by the Investor or its sole member. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

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Section 3.02     Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.

Section 3.03     No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose all or a part of its investment.

Section 3.04     Investment Purpose. The Investor is acquiring the Common Shares for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable state securities laws; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration Statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Shares. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any Prospectus contained therein.

Section 3.05      Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.

Section 3.06    Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement.  The Investor understands that its investment involves a high degree of risk.  The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.

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Section 3.07    Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any “Affiliate” of the Company (as that term is defined in Rule 405 promulgated under the Securities Act). During the Commitment Period, the Investor will not acquire for its own account any Common Shares or securities exercisable for or convertible into Common Shares, other than pursuant to this Agreement or pursuant to any transaction entered into directly with the Company.

Section 3.08     No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its sole member, any of their respective officers, or any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect to the Common Shares that remains in effect as of the date of this Agreement.

Section 3.09      General Solicitation.  Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Common Shares by the Investor. The Investor is not purchasing or acquiring the Shares as a result of any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Common Shares.

Section 3.10     No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby do not and shall not (i) result in a violation of such Investor’s applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or is bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Investor or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement.

Section 3.11       Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.

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Section 3.12      No Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passes upon or endorsed the merits of the offering of the Shares.

Section 3.13     Resale of Shares. The Investor represents, warrants and covenants that it will resell the Shares only pursuant to a Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act.

Section 3.14      Shell Status. The Investor acknowledges that, as of the date hereof, the Company is a shell company formed for the purposes of effecting the Business Combination and has no operations or significant assets.

Section 3.15     Availability of Funds. The Investor has sufficient cash available to enable it to pay the full Commitment Amount pursuant to the terms of the Agreement and to make all other necessary payments by it in connection with the transactions contemplated hereby.

Article IV. Representations and Warranties of the Company

Except as set forth in the SEC Documents, the Company represents and warrants to the Investor that, upon the closing of the Business Combination,  and on each Advance Date (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain date), that:

Section 4.01    Organization and Qualification. Each of the Company and its Subsidiaries is an entity duly organized and validly existing under the laws of their respective jurisdiction of organization, and has the requisite power and authority to own its properties and to carry on its business as now being conducted.  Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Section 4.02    Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. Other than any stockholder approval required for any issuance of the Common Shares exceeding the Exchange Cap hereunder, the execution and delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further consent or authorization will be required by the Company, its board of directors or its stockholders.  This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

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Section 4.03     Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor pursuant to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, upon the closing of the Business Combination will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof set forth in or incorporated into the Prospectus.

Section 4.04     No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will not (i) result in a violation of the certificate of incorporation or other organizational documents of the Company or its Subsidiaries (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.

Section 4.05     SEC Documents; Financial Statements. The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act (including any Registration Statements filed hereunder), being hereinafter referred to as the “SEC Documents”). The Company has delivered or made available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective dates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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Section 4.06     Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated statements of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries  contained or incorporated by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.

Section 4.07     Registration Statement and Prospectus. Each Registration Statement and the offer and sale of Shares as contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement or a Prospectus, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the SEC on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Investor and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering or sale of the Shares other than a Registration Statement and the Prospectus to which the Investor has consented.

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Section 4.08      No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each Advance Date, the Registration Statement, and the Prospectus, each as of such date, will conform in all material respects with the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the SEC, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.

Section 4.09     Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto, when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.

Section 4.10     Equity Capitalization.  On the date of the closing of the Business Combination, the authorized share capital of the Company shall be provided to the Investor as a supplement hereto prior to the completion of the Effective Date. Upon the closing of the Business Combination, the Common Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be listed on a Principal Market under the trading symbol “[___]”. The Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares from the Principal Market, nor has the Company received any notification that the SEC or the Principal Market is contemplating terminating such registration or listing. To the Company’s knowledge, it is, or will be upon the closing of the Business Combination, in compliance with all applicable listing requirements of the Principal Market.

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Section 4.11      Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge of the Company, there is no material claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, in each case, except as would not cause a Material Adverse Effect.

Section 4.12      Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.

Section 4.13      Environmental Laws.  To the Company’s actual knowledge, the Company and its Subsidiaries (i) have not received written notice alleging any failure to comply in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.  The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

Section 4.14     Title. Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) have indefeasible fee simple or leasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than (x) such as are not material to the business of the Company or (y) Permitted Liens. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Section 4.15      Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

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Section 4.16   Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permits.

Section 4.17    Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents as and when required.

Section 4.18   Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

Section 4.19      [Reserved.]

Section 4.20     Tax Status.  Except as would not have a Material Adverse Effect, each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. Except as would not have a Material Adverse Effect, the Company has not received written notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect.

Section 4.21      Certain Transactions. Except as not required to be disclosed pursuant to Applicable Laws, none of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.

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Section 4.22     Rights of First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal basis to any third parties, including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

Section 4.23      Dilution. The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing stockholders and could significantly increase the outstanding number of Common Shares.

Section 4.24      Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if the Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules of the Principal Market. The Company acknowledges and agrees that it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement.  Furthermore notwithstanding Section 3.08 the Company acknowledges and agrees that (a) the Investor may engage in the trading of options with respect to the Common Shares, (b) upon receipt of an Advance Notice the Investor has the right to sell (i) the Shares to be issued to the Investor pursuant to the Advance Notice prior to receiving such Shares, or (ii) other Common Shares sold by the Company to Investor pursuant to this Agreement and which the Investor has continuously held as a long position.

Section 4.25    Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated.

Section 4.26      Relationship of the Parties. Neither the Company, nor any of its Subsidiaries, affiliates, nor, to the actual knowledge of the Company, any person acting on its or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has provided, or will provide, any services to the Company or any of its subsidiaries, or, to the actual knowledge of the Company, any person acting on its or their behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.

Section 4.27      Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

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Section 4.28     Compliance with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Laws; to the knowledge of the Company, the Company has not received a written notice of non-compliance, nor knows of facts that any director or officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has not complied with Applicable Laws; in each case that would have a Material Adverse Effect.

Section 4.29      Sanctions Matters.  Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer or controlled affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”), the United Nations Security Council, the European Union or His Majesty’s Treasury, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea region, the Donetsk People’s Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)). Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions or in a Sanctioned Country in violation of Sanctions, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise). For the past three years, neither the Company nor any of its Subsidiaries has engaged in, and is now not engaged in, any dealings or transactions with any Person, that at the time of the dealing or transaction is or was the subject of Sanctions or in a Sanctioned Country in violation of Sanctions.

Article V.  Indemnification

The Investor and the Company hereby agree to the following with respect to itself:

Section 5.01      Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor and its investment manager, Yorkville Advisors Global, LP, and each of their respective officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of a prospectus or supplement thereto, in light of the circumstances under which they were made; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.

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Section 5.02     Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and its Subsidiaries and each of their respective officers, directors, stockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of a prospectus or supplement thereto, in light of the circumstances under which they were made; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

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Section 5.03      Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Section 5.04    Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration or termination of this Agreement.

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Article VI.

Covenants

The Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Commitment Period:

Section 6.01      Registration Statement.

(a) Filing of a Registration Statement. The Company shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement, or multiple Registration Statements for the resale by the Investor of the Registrable Securities. The Company in its sole discretion may choose when to file such Registration Statements; provided, however, that the Company shall not have the ability to request any Advances until the effectiveness of a Registration Statement.

(b) Maintaining a Registration Statement. The Company shall use commercially reasonable efforts to maintain the effectiveness of any Registration Statement with respect to the Shares that has been declared effective at all times during the Commitment Period, provided, however, that if the Company has received notification pursuant to Section 2.04 that the Investor has completed resales pursuant to the Registration Statement for the full Commitment Amount, then the Company shall be under  no further obligation to maintain the effectiveness of the Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. During the Commitment Period, the Company shall notify the Investor promptly if (i) the Registration Statement shall cease to be effective under the Securities Act, (ii) the Common Shares shall cease to be authorized for listing on the Principal Market, or (iii) the Common Shares cease to be registered under Section 12(b) or Section 12(g) of the Exchange Act. or (iv) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act.

(c) Filing Procedures. The Company shall (A) permit counsel to the Investor an opportunity to review and comment upon (i) each Registration Statement prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing with the SEC, and (B) shall reasonably consider any comments of the Investor and its counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to the Investor, without charge, to the extent permitted by Applicable Laws, (i) electronic copies of any correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document to the extent such document is available on EDGAR).

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(d) Amendments and Other Filings. The Company shall use commercially reasonable efforts to (i) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the related prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Commitment Period, and prepare and file with the SEC such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 promulgated under the Securities Act; (iii) provide the Investor copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may redact  any information contained therein which would constitute material non-public information, and (iv) comply with the provisions of the Securities Act with respect to the Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 6.01(d) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Exchange Act, provided that such report is not automatically incorporated by reference into the applicable Registration Statement), the Company shall use commercially reasonable efforts to file such report in a prospectus supplement filed pursuant to Rule 424 promulgated under the Securities Act to incorporate such filing into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC either on the day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement, if feasible, or otherwise promptly thereafter.

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(e) Blue-Sky. The Company shall use its commercially reasonable efforts to, if required by Applicable Laws, (i) register and qualify the Common Shares covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Commitment Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Commitment Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Common Shares for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its certificate of incorporation or bylaws or any other organizational documents of the Company or any of its Subsidiaries, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.01, (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Common Shares for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual written notice of the initiation or threat of any proceeding for such purpose.

Section 6.02      Suspension of Registration Statement.

(a) Establishment of a Black Out Period.  During the Commitment Period, the Company from time to time may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (a “Black Out Period”).

(b) No Sales by Investor During the Black Out Period.  During such Black Out Period, the Investor agrees not to sell any Common Shares of the Company pursuant to such Registration Statement, but may sell Common Shares pursuant to an exemption from registration, if available, subject to the Investor’s compliance with Applicable Laws.

(c) Limitations on the Black Out Period.  The Company shall not impose any Black Out Period that is longer than 60 consecutive days (or 90 days in any calendar year) or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition, the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period.

Section 6.03          Listing of Common Shares. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.

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Section 6.04      Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received an opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.

Section 6.05      Exchange Act Registration. The Company will use commercially reasonable efforts to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.

Section 6.06     Transfer Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required by the transfer agent for the Common Shares) cause legal counsel for the Company to deliver to the transfer agent for the Common Shares (with a copy to the Investor) instructions to issue Common Shares to the Investor free of restrictive legends upon each Advance if the delivery of such instructions are consistent with Applicable Law.

Section 6.07     Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during the Commitment Period.

Section 6.08     Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance.  During the Commitment Period, the Company will promptly notify the Investor, and confirm by email or other writing, promptly following its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related Prospectus relating to an offering of the Common Shares (in each of which cases the information provided to Investor will be kept strictly confidential): (i) except for requests made in connection with SEC investigations disclosed in the SEC Documents, receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement or any request for amendments or supplements to the Registration Statement or related Prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law, and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus; (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be required under Applicable Law; (vi) the Common Shares shall cease to be authorized for listing on the Principal Market; or (vii) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act. The Company shall not deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to any pending Advance Notice (other than as required pursuant to Section 2.02(d)), during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”).

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Section 6.09     Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to, another entity before the transaction contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance have been received by the Investor.

Section 6.10      Issuance of the Company’s Common Shares. The issuance and sale of the Common Shares hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.

Section 6.11    Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or supplements thereto reasonably requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.

Section 6.12      Current Report.  The Company shall, not later than 5:30 p.m., New York City time, on the fourth business day after the date of this Agreement, file with the SEC a Current Report on Form 8-K disclosing the execution of this Agreement by the Company and the Investor (including any exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable opportunity to comment on any description of this Agreement contained in a draft of the Current Report, including any exhibit to be filed related thereto, as applicable, prior to filing the Current Report with the SEC and shall give due consideration to all such comments. From and after the filing of the Current Report with the SEC, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion); it being understood that the mere notification of Investor required pursuant to Section 6.08(iv) hereof shall not in and of itself be deemed to be material non-public information. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall publicly disclose in the Current Report or otherwise make publicly available any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated herein, which, following the date hereof would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiaries. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales of Shares under the Registration Statement in accordance with this Agreement.

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Section 6.13      Advance Notice Limitation. The Company shall not deliver an Advance Notice if a stockholder meeting or corporate action date, or the record date for any stockholder meeting or any corporate action, would fall during the period beginning one (1) Trading Day prior to the date of delivery of such Advance Notice and ending one (1) Trading Day following the Closing of such Advance.

Section 6.14      Use of Proceeds.  The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to this Agreement.

Section 6.15    Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Shares.

Section 6.16     Trading Information. Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting forth the number and average sales prices of Common Shares sold by the Investor during the prior trading week.

Section 6.17      Selling Restrictions. Except as expressly set forth above in Section 4.24 and below, the Investor covenants that from and after the date hereof through and including the Trading Day next following the expiration or termination of this Agreement as provided in Section 10.01 (the “Restricted Period”), none of the Investor any of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (i) engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares or (ii) engage in any hedging transaction, which establishes a net short position with respect to any securities of the Company (including the Common Shares), with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of Common Shares equal to the number of Advance Shares that such Restricted Person is unconditionally obligated to purchase under a pending Advance Notice but has not yet received from the Company or the transfer agent pursuant to this Agreement.

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Section 6.18      Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person. Nothing in this Section 6.18 shall be construed to prevent the legal entity that will be the surviving publicly-traded parent company of the Company or the surviving publicly-traded parent company of the entity into which the Company is merged upon completion of the Business Combination from inuring to all the benefits and obligations under this Agreement pursuant to Section 2.01 hereof.

Article VII.

Conditions for Delivery of Advance Notice

Section 7.01     Conditions Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

(a) Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of each Advance Notice Date (other than representations and warranties that are made as of another date, which shall be true and correct in all material respects as of such other date).

(b) Registration of the Common Shares with the SEC. There is an effective Registration Statement pursuant to which the Investor is permitted to utilize the Prospectus thereunder to resell all of the Common Shares issuable pursuant to such Advance Notice. The Company shall have filed with the SEC all reports, notices and other documents required under the Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date or such shorter period during which the Company shall have been subject to such requirements.

(c) Authority. The Company shall have obtained all permits and qualifications required by any applicable state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws and regulations to which the Company is subject.

(d) No Material Outside Event. No Material Outside Event shall have occurred and be continuing.

(e) Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Condition Satisfaction Date.

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(f) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits any of the transactions contemplated by this Agreement.

(g) No Suspension of Trading in or Delisting of Common Shares. The Common Shares are quoted for trading on the Principal Market and all of the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on the Principal Market. The issuance of Common Shares with respect to the applicable Advance Notice will not violate the stockholder approval requirements of the Principal Market.

(h) Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved Common Shares for the issuance of all of the Shares issuable pursuant to such Advance Notice.

(i) Executed Advance Notice. The representations contained in the applicable Advance Notice shall be true and correct in all material respects as of the applicable Condition Satisfaction Date.

(j) Consecutive Advance Notices. Except with respect to the first Advance Notice, the Company shall have delivered all Shares relating to all prior Advances.

Article VIII.

Non Exclusive Agreement

Notwithstanding anything contained herein, this Agreement  and  the  rights  awarded  to  the  Investor  hereunder  are  non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any Common Shares and/or securities and/or convertible notes, bonds, debentures, options to acquire Common Shares or other securities and/or other facilities which may be converted into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.

Article IX.

Choice of Law/Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.

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Article X. Termination

Section 10.01    Termination.

(a) Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month anniversary of the Effective Date, (ii) the date on which the Investor shall have made payment of Advances pursuant to this Agreement for Common Shares equal to the Commitment Amount, or (iii) the termination of the Merger Agreement (other than in connection with the consummation of the Business Combination).

(b) The Company may terminate this Agreement effective upon five Trading Days’ prior written notice to the Investor; provided that (i) there are no outstanding Advance Notices, the Common Shares under which have yet to be issued, and (ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent.

(c) Nothing in this Section 10.01 shall be deemed to release the Company or the Investor from any liability for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement. Section 12.07 and the indemnification provisions contained in Article V shall survive termination hereunder.

(d) Notwithstanding anything to the contrary in this Agreement, no obligation, including the obligation to issue to the Investor the Commitment Fee Shares, shall arise until the consummation of the Business Combination.  If the Merger Agreement is terminated, other than in connection with the consummation of the Business Combination, then this Agreement shall be terminated and of no further effect, without any liability of any party hereunder.

Article XI. Notices

Other than with respect to Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered  (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) five (5) calendar days after being sent by U.S. certified mail, return receipt requested, (iv) one (1) calendar day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications (except for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:

If to the Company prior to the consummation of the Business Combination, to: Twin Ridge Capital Acquisition Corp. 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Attention: William P Russell, Jr; Sanjay Morey Email: wrussell@twinridgecapital.com; smorey@twinridgecapital.com

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With a copy to (which shall not constitute notice or delivery of process) to:	Peter Seligson Kirkland & Ellis 601 Lexington Avenue New York, NY 10022 Email: peter.segilson@kirkland.com; Adam Larson; Rami Totari Kirkland & Ellis 609 Main St Houston, TX 77002 Email: adam.larson@kirkland.com; rami.totari@kirkland.com
If to the Company following the consummation of the Business Combination, to:	Carbon Revolution Limited 75 Pigdons Road, Warn Ponds VIC 3126 Australia Attention: David Nock Email: david.nock@carbonrev.com
With a copy (which will not constitute notice) to:	Peter Seligson Kirkland & Ellis 601 Lexington Avenue New York, NY 10022 Email: peter.segilson@kirkland.com; Adam Larson; Rami Totari Kirkland & Ellis 609 Main St Houston, TX 77002 Email: adam.larson@kirkland.com; rami.totari@kirkland.com. Jocelyn M. Arel 100 Northern Avenue Boston, MA 02210 Email: jarel@goodwinlaw.com Jeffrey Letalien 620 Eighth Avenue New York, NY 10018 Email: jletalien@goodwinlaw.com

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If to the Investor(s):	YA II PN, Ltd.
	1012 Springfield Avenue
	Mountainside, NJ 07092
	Attention:         Mark Angelo
	Portfolio Manager
	Telephone:       (201) 985-8300
	Email:  mangelo@yorkvilleadvisors.com
With a Copy (which shall not constitute notice or delivery of process) to:	David Gonzalez, Esq. 1012 Springfield Avenue Mountainside,  NJ 07092
	Telephone:        (201) 985-8300
	Email:               legal@yorkvilleadvisors.com

or at such other address and/or e-mail and/or to the attention of such other person as the recipient party has specified by written notice given to each other party prior to the effectiveness of such change by means provided in this Article XI. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date and recipient email address or (iii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service, or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Article XII. Miscellaneous

Section 12.01   Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.  Facsimile or other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.

Section 12.02  Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.

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Section 12.03    Reporting Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or trading volume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.

Section 12.04    Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company has paid YA Global II SPV, LLC, a subsidiary of the Investor, a cash structuring fee in the amount of $10,000, which shall be paid on the date hereof.

Section 12.05  Commitment Fee. On the Effective Date, the Company will issue to the Investor 15,000 Common Shares (the “Commitment Fee Shares”) as a commitment fee.

Section 12.06   Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby.

Section 12.07    Trust Account Waiver.  Notwithstanding anything to the contrary in this Agreement, the Investor hereby irrevocably waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution from, the Company’s trust account maintained pursuant to that certain Investment Management Trust Agreement, by and between Continental Stock Transfer & Trust Company and the Company, dated as of March 8, 2021 (the “Trust Account”) and hereby irrevocably agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever, including but not limited to a breach of this Agreement by the Company or any negotiations, agreements or understandings with the Company (whether in the past, present or future), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Investor, on one hand, and the Company, on the other hand, this Agreement, or any other discussion, contract or agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

COMPANY:
TWIN RIDGE CAPITAL ACQUISITION CORP.
By:	/s/ William P. Russell, Jr.

Name:	William P. Russell, Jr.
Title:	Co-Chief Executive Officer

INVESTOR:
YA II PN, Ltd.
By:	Yorkville Advisors Global, LP
Its:	Investment Manager

By:	Yorkville Advisors Global II, LLC
Its:	General Partner

By: /s/ David Gonzalez

Name:	David Gonzalez
Title:	General Counsel

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EXHIBIT A

OPTION 1 ADVANCE NOTICE

[Intentionally Omitted]

EXHIBIT B

OPTION 2 ADVANCE NOTICE

[Intentionally Omitted]

EXHIBIT C

FORM OF OPTION 1 SETTLEMENT DOCUMENT

[Intentionally Omitted]

EXHIBIT D

FORM OF OPTION 2 SETTLEMENT DOCUMENT

[Intentionally Omitted]

EX-99.1

 Exhibit 99.1

   

Carbon Revolution, a Leading Global Manufacturer of Carbon Fiber Wheels to the Automotive Industry, to List in U.S. via Business Combination with Twin Ridge Capital Acquisition Corp.

• Carbon Revolution is a leader in next-generation auto-tech with more than 60,000 carbon fiber wheels on the road for some of the most prestigious brands in the world.

• Carbon Revolution has been awarded 13 programs to date with global OEMs including Ford Motor Company, Ferrari NV, General Motors Company, and Renault Group, with a further six programs in progress under engineering agreements.

• Total projected revenue forecast to grow from $28.7 million in CY2022E to $90.1 million in CY2024E representing a compound annual growth rate (CAGR) of 77%.

• Estimated pro forma enterprise value of approximately $270 million.

• Transaction includes up to $60 million from a Committed Equity Facility.

Geelong, Australia and Naples, FL -- November 29 2022 – Carbon Revolution Limited (“CBR”, “Carbon Revolution” or the “Company”) (ASX: CBR), a Tier 1 OEM supplier and a leading global manufacturer of lightweight advanced technology carbon fiber wheels, and Twin Ridge Capital Acquisition Corp. (“Twin Ridge” or “TRCA”) (NYSE: TRCA), a publicly traded special purpose acquisition company, announced today that they have signed a definitive business combination agreement and accompanying scheme implementation deed (“SID”) that is expected to result in Carbon Revolution becoming publicly listed in the U.S. via a scheme of arrangement.

Upon closing of the transaction, the ordinary shares and warrants of the merged company Poppetell Limited, to be renamed Carbon Revolution plc, are expected to trade on a national exchange in the United States, and Carbon Revolution’s shares shall be delisted from the ASX.

The transaction is anticipated to unlock critical investment capital to fund Carbon Revolution’s expansion of operations, which is required to meet its significant growth opportunity while accelerating the Company’s expected path to profitability.

Market Leader in Next-Generation Wheel Technology

Founded in 2007, Carbon Revolution is a global technology company and Tier 1 OEM supplier that has successfully innovated, commercialized and industrialized high-performance, technically advanced lightweight carbon fiber wheels for the global automotive industry.

Carbon Revolution is recognized as a leader in this sector, as validated by its contracts with Ford Motor Company (“Ford”), Ferrari NV (“Ferrari”), General Motors Company (“GM”), and Renault Group (“Renault”).

When new automotive technologies are introduced, penetration typically begins at the luxury or performance end of the market before transitioning to a point of full adoption as a mass market product. Carbon Revolution initially penetrated the performance and premium end of the market with cars that include Ford’s GT and Shelby Mustang GT350R and GT500, Ferrari’s 488 Pista, F8 Tributo, SF90 Stradale, 812 Competizione and 296 GTB, Renault’s Megane RS Trophy R, and more recently GM’s Chevrolet Corvette Z06. Ford has recently announced an additional program with its 2024 Mustang Dark Horse.

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The Company is well-positioned to capture demand in new mobility with the global transition to electric vehicles. The Company’s carbon fiber wheels, which can be up to half the weight of aluminum wheels, are expected to help increase range, a critical barrier to EV uptake. Lighter wheels help offset large battery weight, enabling regulatory compliance with key weight class limits. Carbon Revolution’s wheels also provide better performance and handling than aluminum wheels, as well as reduced noise, vibration and harshness (NVH), while increasing options for aerodynamics, wheel sizing and styling that are less practical with aluminum wheels. Four of the most recently secured engineering programs are for electric vehicles.

Key Investment Highlights

• Early-Mover: Carbon Revolution’s unique and protected -- 89 granted or pending patents -- next-generation auto technology is years ahead of the competition.

• Leading Incumbent: Carbon Revolution is expected to retain significant market share in a market characterized by high barriers to entry.

• Large Market Opportunity:  Automotive passenger wheel market of $38 billion.

• Strong and Diverse Customer Base: Nine current awarded programs and six additional engineering programs in progress, of which four are for electric vehicles.

• Attractively Valued Entry Multiple: Pro forma enterprise valuation of $270 million is 5.4x 2023 estimated revenue and 3.0x 2024 estimated revenue. Ninety-eight percent of 2023 and 2024 estimated revenue is under contract (awarded or engineering) based on the Company’s forecasted revenues from those contracts.

• Rapid Revenue Growth: Total revenue forecast to grow from $28.7 million in CY2022E to $90.1 million in CY2024E, representing a compound annual growth rate (CAGR) of 77%.

• Margin Expansion: Automation investments by the Company are driving margin expansion as the business scales, with substantial opportunity to further optimize through expansion into lower-cost geographies.

• Highly Experienced Management Team:  Carbon Revolution is led by a forward-thinking team with an average of more than 22 years of experience in automotive technology and manufacturing.

Leadership Commentary

“We see an enormous addressable market for Carbon Revolution’s disruptive efficiency technology with adoption already underway with major car manufacturers,” said Jake Dingle, Chief Executive Officer of Carbon Revolution. “Carbon Revolution’s technology provides an effective next-generation solution to the challenges of transitioning the global automotive industry to new mobility. We have a strong track record working with leading OEMs and a world-class team with a passion for our work. Our partnership with Twin Ridge is a significant milestone and an opportunity for Carbon Revolution to continue to build on our early-mover advantages in next-generation auto technology,” he said.

“Carbon Revolution is a sector leader in the production of revolutionary carbon fiber wheels, the next-generation of wheel technology, and has an opportunity to play an important role as the global automotive industry accelerates the shift to electric vehicles,” said Dale Morrison, Chairman of Twin Ridge Capital Acquisition Corp. “We believe that following this transaction, Carbon Revolution will be well-positioned for rapid growth and adoption as it further enhances its automotive solutions, capitalizes on market opportunities and continues to accelerate growth as a U.S.-listed public company.”

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Transaction Overview

The combined company will have an estimated post-transaction equity valuation of approximately $461 million, including about $214 million of cash held in TRCA’s trust account, assuming no redemptions from TRCA’s trust account.

Carbon Revolution shareholders will roll 100% of their equity into the combined company. Following the close of the transaction, assuming no redemptions from TRCA’s trust account, TRCA shareholders will hold 57% of the issued and outstanding shares of common stock of the combined company, with Carbon Revolution shareholders holding the rest, not taking into account the currently outstanding warrants of TRCA and management options of Carbon Revolution. In addition, the Company has secured $60 million from a committed equity facility.

Shareholders of Carbon Revolution on the Australian Securities Exchange (ASX: CBR) will receive consideration for their shares consisting of an aggregate of approximately 20 million ordinary shares of the combined company, being 1 Poppetell Limited share for approximately every 10.5 Carbon Revolution shares.

Upon closing of the transaction, the ordinary shares and warrants of Poppetell Limited are expected to trade on a national exchange in the United States, and Carbon Revolution’s shares shall be delisted from the ASX.

The Board of Directors of TRCA and the Board of Directors of Carbon Revolution have both unanimously approved the proposed transaction.

The Board of Directors of CBR unanimously recommends that CBR shareholders vote in favor of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding in the independent expert’s report (and continuing to conclude) that the Scheme is in the best interests of CBR shareholders. Subject to those same qualifications, each member of the CBR Board of Directors and the senior management, which includes two of the founders, intend to vote all of their CBR shares or other securities held or controlled by them in favor of the Scheme.

Completion of the transaction is subject to customary closing conditions, including the approval of the TRCA shareholders and the Carbon Revolution shareholders. The transaction is expected to be completed in the first half of 2023.

For a summary of the material items of the transaction, as well as a copy of the business combination agreement, SID and supplemental investor presentation, please see the Current Report on Form 8-K to be filed by TRCA with the SEC at www.sec.gov and on Carbon Revolution’s website www.carbonrev.com/investor-centre. Additional information about the proposed transaction will be described in the registration statement relating to the transaction, which Poppetell Limited will file with the SEC, and the scheme booklet relating to the transaction, which Carbon Revolution will lodge with the Australian Securities Exchange.

Advisors

E&P Corporate Advisory is acting as Advisor to the Carbon Revolution Board. Herbert Smith Freehills and Goodwin Procter LLP are serving as Australian and U.S. legal counsel, respectively, to Carbon Revolution. Ashurst and Kirkland & Ellis LLP are serving as Australian and U.S. legal counsel to the SPAC, respectively.

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About Carbon Revolution

Carbon Revolution is an Australian technology company, which has successfully innovated, commercialized and industrialized the advanced manufacture of carbon fiber wheels for the global automotive industry. Carbon Revolution has progressed from single prototypes to designing and manufacturing high-performing wheels for some of the fastest street cars and most prestigious brands in the world. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers around the globe. For more information, visit www.carbonrev.com.

About Twin Ridge Capital Acquisition Corp.

Twin Ridge Capital Acquisition Corp. (NYSE: TRCA) is a special purpose acquisition company sponsored by Twin Ridge Capital Sponsor, LLC. The company deploys a disciplined strategic approach that focuses on leveraging its powerful professional networks and deep industry experience to provide meaningful value to a target business. For more information, visit www.twinridgecapitalac.com.

Additional Information about the Transaction and Where to Find It

This communication relates to the proposed business combination involving CBR, SPAC, Poppetell Limited and a merger subsidiary of Poppetell Limited (“Merger Sub”). In connection with the proposed business combination, Poppetell Limited intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (the “Registration Statement”), which will include a preliminary proxy statement of SPAC and a preliminary prospectus of Poppetell Limited relating to the Poppetell Limited Shares to be issued in connection with the proposed business combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Poppetell Limited or SPAC has filed or will file with the SEC or send to its shareholders in connection with the proposed business combination. This document does not contain all the information that should be considered concerning the proposed business combination and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SPAC’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY SPAC OR POPPETELL LIMITED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.

After the Registration Statement is declared effective, the definitive proxy statement will be mailed to shareholders of SPAC as of a record date to be established for voting on the proposed business combination. Additionally, SPAC and Poppetell Limited will file other relevant materials with the SEC in connection with the proposed business combination. Copies of the Registration Statement, the definitive proxy statement/final prospectus and all other relevant materials for the proposed business combination filed or that will be filed with the SEC may be obtained, when available, free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by SPAC or Poppetell Limited may be obtained, when available, free of charge from SPAC at www.twinridgecapitalac.com  SPAC shareholders may also obtain copies of the definitive proxy statement/prospectus, when available, without charge, by directing a request to Twin Ridge Capital Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200, Naples, Florida 60654.

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No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed business combination will be implemented solely pursuant to the Business Combination Agreement and Scheme Implementation Deed, in each case, filed as exhibits to the Current Report on Form 8-K to be filed by SPAC on November 30, 2022, which contains the full terms and conditions of the proposed business combination. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Participants in Solicitation of Proxies

This communication may be deemed solicitation material in respect of the proposed business combination. The SPAC, CBR, Poppetell Limited, Merger Sub and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from SPAC’s stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of SPAC’s directors and officers in SPAC’s filings with the SEC, including SPAC’s initial public offering prospectus, which was filed with the SEC on March 5, 2021, SPAC’s subsequent annual report on Form 10-K and quarterly reports on Form 10-Q. To the extent that holdings of SPAC’s securities by insiders have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to SPAC’s shareholders in connection with the business combination will be included in the definitive proxy statement/prospectus relating to the proposed business combination when it becomes available. You may obtain free copies of these documents, when available, as described in the preceding paragraphs.

Forward-Looking Statements

All statements other than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations including as they relate to the proposed business combination and related transactions, pricing and market opportunity, the satisfaction of closing conditions to the proposed business combination and related transactions, the level of redemptions by SPAC’s public shareholders and the timing of the completion of the proposed business combination, including the anticipated closing date of the proposed business combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of CBR’s and SPAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of CBR and SPAC.

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These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination, or that the approval of the shareholders of SPAC or CBR is not obtained; (iii) the ability to maintain the listing of Poppetell Limited’s securities on the stock exchange; (iv) the inability to complete any private placement financing, the amount of any private placement financing or the completion of any private placement financing with terms unfavorable to you; (v) the risk that the proposed business combination disrupts current plans and operations CBR or SPAC as a result of the announcement and consummation of the proposed business combination and related transactions; (vi) the risk that any of the conditions to closing of the business combination are not satisfied in the anticipated manner or on the anticipated timeline or are waived by any of the parties thereto; (vii) the failure to realize the anticipated benefits of the proposed business combination and related transactions; (viii) risks relating to the uncertainty of the costs related to the proposed business combination; (ix) risks related to the rollout of CBR’s business strategy and the timing of expected business milestones; (x) the effects of competition on CBR’s future business and the ability of the combined company to grow and manage growth, establish and maintain relationships with customers and healthcare professionals and retain its management and key employees; (xi) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict; (xii) the outcome of any legal proceedings that may be instituted against SPAC, CBR or any of their respective directors or officers, following the announcement of the proposed business combination; (xiii) the amount of redemption requests made by SPAC’s public shareholders; (xiv) the ability of SPAC to issue equity, if any, in connection with the proposed business combination or to otherwise obtain financing in the future; (xv) the impact of the global COVID-19 pandemic and governmental responses on any of the foregoing risks; (xvi) risks related to CBR’s industry; (xvii) changes in laws and regulations; and (xviii) those factors discussed in SPAC’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q, in each case, under the heading “Risk Factors,” and other documents of SPAC or Poppetell Limited to be filed with the SEC, including the proxy statement / prospectus. If any of these risks materialize or SPAC’s or CBR’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SPAC nor CBR presently know or that SPAC and CBR currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SPAC’s and CBR’s expectations, plans or forecasts of future events and views as of the date of this communication. SPAC and CBR anticipate that subsequent events and developments will cause SPAC’s and CBR’s assessments to change. However, while SPAC and CBR may elect to update these forward-looking statements at some point in the future, each of SPAC, CBR, Poppetell Limited and Merger Sub specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing SPAC’s and CBR’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts

Investors

Investors@carbonrev.com

Media

Media@carbonrev.com

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EX-99.2

 Exhibit 99.2

30 November 2022

CARBON REVOLUTION LIMITED

Announces Merger With

TWIN RIDGE CAPITAL ACQUISITION CORP.

Combined entity expected to be listed on U.S. exchange by mid-CY2023

GEELONG, VIC, AUS & NAPLES, FL, US -- Carbon Revolution Limited (“CBR”) (ASX:CBR) and Twin Ridge Capital Acquisition Corp. (NYSE:TRCA), a special purpose acquisition company listed on the New York Stock Exchange (the “SPAC”), today announced that they have entered into a binding business combination agreement (“BCA”) and accompanying scheme implementation deed (“SID”) pursuant to which a newly-formed Irish company Poppetell Limited to be renamed Carbon Revolution plc (“MergeCo”) will acquire both CBR (via a scheme of arrangement (“Scheme”)) and the SPAC (via the BCA) (“Transaction”).

Upon closing of the Transaction, the ordinary shares and warrants of MergeCo are expected to trade on either the New York Stock Exchange or Nasdaq, and CBR’s shares shall cease to be quoted on the ASX. A copy of the BCA and SID are included as Attachment 1 and Attachment 2 to this announcement, respectively. Attachment 3 to this announcement is an investor presentation which will be filed in the US by the SPAC and which includes material non public information in relation to CBR.¹

Given CBR’s current cash and liquidity position and given the Transaction is not expected to close until Q2 CY23 at the earliest, CBR intends to put in place short term bridge funding to meet cash flow requirements until at least the date that the Transaction closes. CBR is pursuing a range of liquidity improvement initiatives and reviewing a number of bridge financing options. The final form and amount of bridge financing will be determined following the completion of the liquidity improvement initiatives, however up to A$30 million of bridge financing may be required. If the full requirement of bridge funding cannot be obtained the Transaction is highly unlikely to proceed, and this will have adverse implications for CBR and its shareholders as discussed further below.

Key Transaction parameters:

• Implied pre-money enterprise valuation of CBR of US$200 million.²

• This reflects a potential total proforma equity value of the combined group at closing of US$300.4 million³ based on a number of assumptions as footnoted. However, CBR shareholders should be aware that actual pro forma equity value (and therefore value to CBR shareholders) will be subject to a number of factors, including the trading price of MergeCo shares following close of the Transaction, which is unknown today and could be lower or higher than the assumed US$10 share price.

¹ This presentation is by the SPAC. It has been prepared to meet US regulatory requirements and practices (including in respect of the overview of the Transaction). CBR shareholders should rely on this announcement rather than the presentation to the extent it relates to the Transaction.

² Based on potential total proforma equity value of the combined group at closing. See footnote 2 as to how this has been calculated.

³ The estimated US$300.4 million is based on the following assumptions:

• US$200.0 million enterprise value for CBR, less net debt at 31 October 2022 of A$4.8 million converted to US$ using an exchange rate of 0.675 (exchange rate as at end of day 25 November 2022), equating to an assumed CBR equity value of US$196.8 million. This would result in 19.7 million MergeCo shares being collectively issued to CBR shareholders at closing.

• 75% redemptions assumed from SPAC shareholders, resulting in US$53.6 million of cash remaining in the SPAC trust account, which will be available for the combined group from closing. This would result in 5.4 million MergeCo shares being collectively held by SPAC public shareholders. Shareholders should note that there is no guarantee redemptions will be 75% and based on current market experience they may be materially higher than this (as discussed further below in this announcement).

• SPAC founders holding 5 million shares in MergeCo

• CEF assumed not to be drawn down and no FPA (as discussed later in this announcement)

• MergeCo shares to trade at US$10/share which is the amount of cash held in the SPAC’s trust account for each SPAC share on issue (excluding interest thereon). However, there is no guarantee MergeCo Shares will trade at this price following Transaction close.

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• CBR shareholders are expected to receive consideration for their CBR shares via the Scheme (the “Consideration”) consisting of an aggregate of ~19.7 million ordinary shares of MergeCo (“MergeCo Shares”) being one MergeCo Share for every ~10.5 CBR shares. This is subject to certain adjustments as detailed in this announcement.

• CBR will delist from the ASX in connection with the listing of MergeCo on either the New York Stock Exchange or Nasdaq in the United States, and CBR’s shares will cease to be quoted or traded on the ASX;

• MergeCo has executed definitive documents in connection with a three year committed equity facility (“CEF”) of up to US$60 million in total, providing MergeCo the right to require the CEF provider, an affiliate of Yorkville Advisors Global, LP (“Yorkville”), to purchase new MergeCo Shares at a discount to the prevailing trading price of MergeCo shares in a series of ‘advances’ with each advance being in an amount up to the greater of (i) US$10 million or (ii) the aggregate trading volume for MergeCo Shares in either one or three trading days prior to MergeCo requesting an advance. Further detail on the CEF is provided later in this announcement – however, CBR shareholders should be aware that there will be dilution of existing shareholders at the time of each share sale under the CEF program and depending on the quantum of shares to be issued to Yorkville and the pricing mechanism employed, there could be a material impact to MergeCo’s share price.

• The Transaction is expected to close in the second quarter of CY2023 subject to satisfaction of a range of conditions, including receipt of regulatory approvals and approvals from CBR shareholders and SPAC shareholders. CBR will also need to obtain bridge financing in order to fund its operations, including Transaction expenses, through the closing of the Transaction.

Transaction overview

The Transaction values CBR’s enterprise value at US$200.0 million (~A$296.3 million).⁴ The Transaction is anticipated to unlock critical investment capital to fund operations, capital expenditure and strategic growth opportunities, support commercialisation and accelerate the path to expected profitability.

Under the BCA, the SPAC will merge with and into a wholly owned subsidiary of MergeCo (“Merger Sub”), with Merger Sub surviving the merger as a wholly owned subsidiary of MergeCo, and existing SPAC shareholders receiving MergeCo shares and warrants in exchange for their existing SPAC shares and warrants, subject to the terms of the BCA. Completion of the merger under the BCA is subject to completion of the Scheme under the SID.

Under the SID, CBR has agreed to propose to its shareholders a Scheme under Part 5.1 of the Corporations Act 2001 (Cth) and capital reduction under Part 2J.1 of the Corporations Act (“Capital Reduction”) which, if implemented, will result in all shares in CBR being cancelled in return for the Consideration, with CBR issuing a share to MergeCo (resulting in CBR becoming a wholly owned subsidiary of MergeCo), subject to the satisfaction or waiver of various conditions, including:

• Receipt of required regulatory approvals (including Foreign Investment Review Board approval and entry into arrangements with the Revenue Commissioners of Ireland);

⁴ See footnotes 1 and 2 for further detail.

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• Approval of the Transaction by the shareholders of both CBR and the SPAC;

• No legal orders restraining or prohibiting the Transaction from proceeding;

• No prescribed occurrences in respect of CBR, the SPAC or MergeCo occurring, and no material breaches of representations and warranties by any of them;

• The deadline for the SPAC to undertake a business combination, which is currently March 8, 2023 being extended through at least 31 May 2023;

• The execution of certain agreed ancillary documents, including a registration rights agreement;

• Approval for listing of the MergeCo Shares on either the New York Stock Exchange or Nasdaq in the United States;

• CBR obtaining a ruling from the ATO confirming the availability of scrip for scrip rollover relief for eligible Carbon Revolution shareholders in relation to the scheme;

• consents of key counterparties of Carbon Revolution; and

• Other customary conditions to a scheme of arrangement, such as Australian court approval and an independent expert concluding the Scheme is in the best interests of CBR shareholders.

A full list of conditions is set out in the SID. The Transaction will not proceed if any one of the conditions is not satisfied or (where applicable) waived by the relevant party.

The SPAC is currently capitalised with US$214.3 million cash (held in its trust account on behalf of shareholders) and has on issue 21.3 million Class A ordinary shares, 5.3 million Class B ordinary shares (or “Founder Shares”) which will convert to 5.0 million ordinary shares in MergeCo upon Transaction close⁵, and approximately 5.1 million private warrants  and 7.1 million public warrants with a strike price of US$11.50.

Impacts to CBR and MergeCo’s cash balance

As is customary for special purpose acquisition companies, the SPAC’s ordinary shares held by the public contain a redemption feature which allows for redemption in the event of a shareholder vote in connection with both the extension of the SPAC’s business combination deadline and a business combination itself, which the Transaction will amount to. The redemption requests at both stages will be met through the cash held in the SPAC trust account and based on current market experience may be received with respect to around 90% of the shares held by the SPAC’s public shareholders. This means that the amount of cash available for the benefit of MergeCo from the trust account will only be known at the date of the SPAC’s shareholder meeting to approve the Transaction and is likely to be substantially less than US$214.3 million. A sensitivity table is included below, which outlines cash available to MergeCo from the SPAC’s trust account following the Transaction closing depending on the aggregate redemption rate from SPAC shareholders resulting from both the extension of the business combination deadline and the Transaction itself.

⁵ SPAC Founders are forfeiting ~0.3 million of their Founder Shares, subject to the Transaction closing

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Sensitivity analysis – MergeCo’s consolidated cash balance post redemptions⁶

Cash available in SPAC trust account pre redemption (US$m)	214.3		214.3		214.3		214.3		214.3		214.3		214.3		214.3		214.3		214.3		214.3
Redemption rate (%)	50.0	%	55.0	%	60.0	%	65.0	%	70.0	%	75.0	%	80.0	%	85.0	%	90.0	%	95.0	%	100.0	%
Cash available to merged group from trust account post redemptions (US$m)	107.2		96.4		85.7		75.0		64.3		53.6		42.9		32.1		21.4		10.7		0.0

The combined group’s liquidity after the Transaction closes will be further impacted by a number of factors, including:

- Any cash remaining on CBR’s balance sheet at closing less near term debt;

- Payment of the SPAC Transaction costs which capped at US$20 million;

- Payment of CBR’s Transaction costs, which are estimated to be between ~US$8 – 12 million, and include an estimated US$1.5 million which CBR has agreed to pay to the SPAC for costs incurred in connection with extending its business combination deadline;

- The amount raised in any bridge funding, less the amount from the bridge funding which is required to be paid back at closing and which does not convert to equity; and

- Potential receipt of proceeds from forward purchase agreements (“FPAs”) of MergeCo Shares and/or debt financing, which may be secured by CBR’s intellectual property, which CBR and Twin Ridge will seek to arrange with potential lenders before the Transaction closes (but which are not guaranteed).

Furthermore, subject to an SEC filing and review process discussed further below, some time after the Transaction closes the merged group will have access to the CEF, which is expected to entitle MergeCo to issue additional shares to the CEF provider to raise up to US$60m (as discussed further immediately below).

CEF

MergeCo has entered into a binding agreement with Yorkville with respect to the future issuance of up to US$60 million in MergeCo shares, at MergeCo’s election. Under the terms of the CEF:

- For a period of three years from closing, MergeCo has the right to require the CEF provider to purchase new MergeCo shares in a series of advances, with each advance being in an amount up to the greater of i) US$10 million or ii) the aggregate trading volume of MergeCo shares in the one or three trading days prior to MergeCo requesting an advance.

- MergeCo can choose one of two Purchase Price Options;

o Purchase Price Option 1: The CEF provider will purchase MergeCo shares at a price equal to 95.0% of the average VWAP during the day on which the advance request was made. If the volume threshold under an advance is not reached during the pricing period, the number of shares purchased will be reduced to the greater of (i) 35.0% of the trading volume during the pricing period, or (ii) the number of shares sold by the CEF provider during the pricing period. The volume threshold is the amount of the advance in shares divided by 35.0%.

o Purchase Price Option 2: The CEF provider will purchase MergeCo shares at a price equal to 97.0% of the lowest VWAP of the MergeCo shares during the pricing period of three consecutive trading days commencing on the trading day commencing after the advance notice is received by the CEF provider.

⁶ Current market experience suggests redemption rates can be particularly high. Therefore, redemption rates at or above 75% would not be abnormal

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- During either pricing period, Yorkville will have the ability to hedge its position by short selling in full the quantum of shares that it is required to purchase under any advance notice. Under Purchase Price Option 2, MergeCo will have the ability to notify Yorkville of the minimum acceptable price (“MAP”) at which it can sell the new shares. If MergeCo does not set a MAP, this may have a material and adverse impact on MergeCo’s share price depending on the quantum of shares being sold relative to overall liquidity of MergeCo’s shares.

- The CEF provider cannot be issued MergeCo shares in an amount that would result in it holding more than 9.99% of the outstanding MergeCo Shares at any one time. In the circumstance where Yorkville is unable to dispose of its MergeCo Shares on an ongoing basis, it will not be required to purchase additional shares under the CEF beyond an overall ownership of 9.99%, which means MergeCo may not have full access to the stated US$60m CEF capital.

- MergeCo has agreed to issue 15,000 shares to Yorkville as a ‘commitment fee’ to secure the facility.

The ability to require Yorkville to purchase MergeCo shares under the CEF is subject to the filing by MergeCo with the SEC of a registration statement for the resale of the MergeCo shares. Such registration statement is subject to SEC review and will not be available until declared effective by the SEC following the completion of such SEC review, if any.

FPAs

Prior to the despatch of CBR’s Scheme booklet (“Scheme Booklet”) to CBR shareholders, the SPAC will seek to enter into binding written FPAs pursuant to which one or more third party investors will purchase up to 2 million shares of MergeCo. Neither CBR nor Twin Ridge has engaged in any discussions or negotiations with any potential counterparties to any FPAs. Accordingly, the pricing terms of any such FPAs, which may be based upon the trading price of the MergeCo shares following the closing of the Transaction and may include the payment of a discount or other fee to the counterparty, have not been determined.

There is no guarantee this will occur on the terms sought by the SPAC or CBR (including as to quantum), or at all.

Debt financing

Prior to the close of the Transaction, CBR and Twin Ridge will seek to arrange additional debt financing for the benefit of MergeCo, which may be secured by CBR’s intellectual property. Any discussions relating to this potential source of financing are preliminary only and there is no guarantee that any financing will ultimately be available (or that terms will be agreeable).

Ownership impacts to CBR shareholders

Under the proposed Transaction:

- CBR will be valued at an enterprise value of US$200 million,⁷ with the value of CBR’s equity being this amount, less the net debt of CBR at 31 March 2023. Based on CBR’s net debt at 31 October 2022, this would equate to an equity value of ~US$196.8 million. This would equate to ~19.7 million shares in MergeCo collectively being issued to CBR’s shareholders

- The Founder Shares will convert into 5 million ordinary shares in MergeCo as part of the Transaction.

⁷ See further footnotes 1 and 2 in relation to how this has been calculated.

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- The other SPAC shareholders’ holding in MergeCo following the closing will be a function of the extent of redemptions by SPAC shareholders (as discussed above). If there are no redemptions, SPAC shareholders will hold 21.4 million ordinary shares in MergeCo following the Transaction closing, whereas if there are 100% redemptions, their holding in MergeCo following the Transaction closing will fall to nil.

- CEF investors will receive up to US$60 million of shares in MergeCo (at MergeCo’s election), with the number of shares being issued a function of the trading prices of MergeCo shares following the transaction closing (with a discount being applied as discussed above) and the extent to which the CEF is utilised by MergeCo.

Set out below is a sensitivity table outlining CBR shareholders’ collective ownership in MergeCo, depending on the redemption rate from SPAC shareholders and the price at which the CEF provider is issued MergeCo shares (assuming the full US$60 million is issued at that price⁸).

Sensitivity analysis – pro-forma CBR ownership impacts following the Transaction closing⁹

		Redemption rate (%)
			0	%	25	%	50	%	75	%	100	%
Issue price of shares to CEF (US$)	1.0		18.5	%	19.5	%	20.6	%	21.9	%	23.2	%
	2.0		25.9	%	27.8	%	30.1	%	32.8	%	36.0	%
	3.0		29.8	%	32.4	%	35.5	%	39.3	%	44.0	%
	4.0		32.2	%	35.3	%	39.0	%	43.7	%	49.6	%
	5.0		33.9	%	37.3	%	41.5	%	46.8	%	53.7	%
	6.0		35.1	%	38.8	%	43.4	%	49.2	%	56.7	%
	7.0		36.0	%	39.9	%	44.8	%	51.0	%	59.2	%
	8.0		36.7	%	40.8	%	45.9	%	52.4	%	61.2	%
	9.0		37.3	%	41.5	%	46.8	%	53.6	%	62.8	%
	10.0		37.8	%	42.1	%	47.5	%	54.6	%	64.1	%
	11.0		38.2	%	42.6	%	48.2	%	55.4	%	65.3	%
	12.0		38.5	%	43.0	%	48.7	%	56.2	%	66.3	%

There is a risk that CBR shareholders will be diluted to a greater extent than is set out in the table above to the extent:

a) any FPAs are entered into, with any dilutionary impact being a function of those agreements;

b) the form of any bridge funding arrangements CBR enters into has any equity features (e.g. conversion rights into either CBR or MergeCo shares, or issuance of MergeCo warrants); and

c) Any of the outstanding MergeCo warrants which are received by SPAC warrant holders in exchange for their SPAC warrants as discussed above are exercised (noting that the exercise price of the warrants is US$11.50 so this would likely only occur if the MergeCo share price were to trade up following closing and would also result in cash being received by MergeCo on exercise).

⁸ In practice MergeCo will not be able to obtain the full US$60m in one advance so it is unlikely to be issued at one price.

⁹ Whilst a high redemption rate reduces the cash available in MergeCo, it ultimately increases CBR shareholders’ collective ownership of MergeCo.

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Accordingly, the ownership percentage range shown above is indicative only and is subject to a variety of factors. Further information is expected to be provided in the Scheme Booklet.

Valuation outcomes for CBR shareholders

The value to CBR shareholders for each CBR share currently held after the Transaction closing will be equal to MergeCo’s post-closing trading price, divided by the merger exchange ratio of 10.5 discussed above. Given the uncertainties of the proposed Transaction, the future trading price of MergeCo is unknown today and will be influenced by a number of factors including, amongst other things:

a) The extent of redemptions by SPAC shareholders and quantum of cash from the SPAC trust account available to MergeCo after closing (a lower redemption rate is expected to provide greater support for notional US$10 per MergeCo share valuation);

b) The quantum of cash available in MergeCo upon Transaction close, including as a result of payment of substantial Transaction expenses, and any required reliance on the CEF to raise additional capital (the use of which may create an overhang and have an adverse impact on the MergeCo share price);

c) Whether any bridge financing or FPA is obtained and the terms of those arrangements;

d) The success of any marketing initiatives by CBR and SPAC up until the close of the Transaction to provide greater investor support for MergeCo upon commencement of trading;

e) The financial and operating performance of CBR over the relevant period; and

f) The prevailing macro and share-market environment and overall investor sentiment for businesses such as CBR.

Set out below is a sensitivity table outlining the premium (discount) to CBR shareholders, depending on the price at which MergeCo Shares ultimately trade post the Transaction closing.

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Sensitivity analysis – premium (discount) to CBR shareholders

MergeCo share price (US$)	1.00		2.00		3.00		4.00		5.00		6.00		7.00		8.00		9.00		10.00		11.0		12.0
USD / AUD exchange rate10	0.675		0.675		0.675		0.675		0.675		0.675		0.675		0.675		0.675		0.675		0.675		0.675
MergeCo share price (A$)	1.48		2.96		4.44		5.93		7.41		8.89		10.37		11.85		13.33		14.81		16.30		17.78
MergeCo shares issued to CBR shareholders (million shares)	19.7		19.7		19.7		19.7		19.7		19.7		19.7		19.7		19.7		19.7		19.7		19.7
CBR shareholder value (A$m)	29.2		58.3		87.5		116.6		145.8		174.9		204.1		233.2		262.4		291.5		320.7		349.8
CBR shares on issue on the ASX (million shares)11	206.9		206.9		206.9		206.9		206.9		206.9		206.9		206.9		206.9		206.9		206.9		206.9
Implied value of CBR shares in MergeCo (A$)	0.14		0.28		0.42		0.56		0.70		0.85		0.99		1.13		1.27		1.41		1.55		1.69
CBR share price as at 30 Oct 2022 (A$) (the day prior to the disclosure of the potential Transaction in CBR’s Appendix 4C for the September 2022 quarter)	0.215		0.215		0.215		0.215		0.215		0.215		0.215		0.215		0.215		0.215		0.215		0.215
Premium (discount) to CBR shareholders (%)12	(34	%)	31	%	97	%	162	%	228	%	293	%	359	%	424	%	490	%	555	%	621	%	686	%

Bridge funding

Given CBR’s current cash and liquidity position and given the Transaction is not expected to be completed until Q2 CY23 at the earliest, CBR will require short term bridge funding to meet cash flow requirements until the Transaction closes and potentially afterwards, if there is no cash remaining in the SPAC’s trust account following redemptions and payment of Transaction expenses (as the CEF will not be available until the effectiveness of the resale registration statement filed by MergeCo with the SEC following closing and the FPA is not guaranteed).

CBR is currently exploring a range of bridge funding options (including obtaining debt funding, issuing convertible notes and undertaking an equity capital raising) and other cash flow improvement initiatives, including working with customers to reduce working capital requirements for the short term and working with governments to access grant funds allocated to future periods.

The final form and amount of bridge financing will be determined following the completion of the liquidity improvement initiatives however CBR has assessed that it may require up to A$30 million of bridge financing to fund near-term Transaction expenses and ongoing business requirements depending on the success of other cash flow initiatives and assuming closing of the Transaction occurs by 30 June 2023. CBR is seeking to secure this capital by 31 March 2023.

Should sufficient bridge funding not be secured, the Transaction will be highly unlikely to proceed, and this will have adverse implications for CBR and its shareholders. In particular, should bridge financing not be obtained:

¹⁰ Exchange rate of 0.675 as at end of day 25 November 2022

¹¹ Pre conversion of other CBR securities on issue

¹² Premium (discount) to CBR’s closing price at 30 October 2022 (the day prior to the disclosure of the potential Transaction in CBR’s Appendix 4C for the September 2022 quarter) of A$0.215.

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a) CBR will be highly unlikely to continue progressing the Transaction and may be required to pay the SPAC a reimbursement fee (discussed further below); and

b) CBR will need to consider a range of other options available to it, including the possibility of an alternative transaction or fundraising, and in the event that none of these are available, voluntary administration.

Benefits to CBR shareholders of the Transaction

• The Transaction values CBR at a pre-money enterprise valuation of US$200 million, (~A$296.3 million),¹³ which ascribes a notional share price of approximately A$1.41 per share for CBR’s shares assuming the MergeCo Share price is US$10 following closing and represents a premium of 555% to CBR’s share price of A$0.215 as at 30 October 2022 (CBR’s closing price the day prior to the disclosure of the potential Transaction in CBR’s Appendix 4C for the September 2022 quarter);

• The Transaction will potentially unlock critical investment capital to support commercialisation and accelerate the expected path to profitability, with a number of potential funding sources being sought for MergeCo pre and post-closing (as discussed above);

• The Transaction is anticipated to enhance the ability to demonstrate balance sheet strength to customers, which is an important enabler to winning large programs in the future; and

• If the Transaction closes, CBR will convert to a US-listed company providing access to much deeper sources of capital to support its plans for significant future growth to meet the accelerated demands of its major customers.

Risks and disadvantages for CBR shareholders of the Transaction

The risks and disadvantages for CBR shareholders will be more fully detailed in the Scheme Booklet but include:

• The Transaction is subject to a number of conditions and may not close. For example, CBR may not be able to obtain the bridge funding necessary to operate until the Transaction closes;

• In certain circumstances, CBR will be required to pay a reimbursement fee to the SPAC should the Transaction not close;

• CBR will be delisted from the ASX should the Transaction close, and CBR shareholders will become shareholders in an Irish company that will be traded on either the New York Stock Exchange or Nasdaq in the United States which may have tax implications for shareholders and / or make it more difficult to trade MergeCo shares as compared to CBR shares;

• Should it close, the Transaction will dilute the interest of CBR shareholders in the underlying business of CBR, and depending on the extent of redemptions of SPAC shares, the exercise of warrants in MergeCo and the price at which shares are issued under the CEF and any FPA, the Transaction may be highly dilutive to existing CBR shareholders;

• The Transaction is expensive and given there is no guarantee cash will be available to MergeCo from the SPAC trust account (or any cash may be used solely to fund Transaction expenses), MergeCo may be required to rely on the CEF and in certain circumstances discussed above the full US$60 million may not be available from the CEF;

• There is no guarantee of the price at which MergeCo shares will trade following the Transaction closing and should the price of MergeCo shares trade below US$10 per share, the value received by CBR shareholders will be less than the notional value ascribed to CBR shares under the Transaction;

¹³ See footnotes 1 and 2 for how this has been calculated.

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• Should the Transaction proceed, it will be significantly more difficult and costly for MergeCo to raise equity capital from Australian retail investors compared to CBR, and as a result it may chose not to do so, which will further dilute the interest of existing CBR shareholders should it undertake capital raisings; and

• MergeCo will not be subject to the same corporations laws as CBR or the ASX listing rules, and the cost of complying with corporations and securities laws in Ireland and the US may be significantly higher, which may be disadvantageous for CBR shareholders.

Unanimous recommendation of the CBR Directors

The Board of Directors of CBR unanimously recommends that CBR shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding in the independent expert’s report (and continuing to conclude) that the Scheme is in the best interests of CBR shareholders. Subject to those same qualifications, each member of the CBR Board of Directors and all members of senior management intend to vote all of their CBR shares held or controlled by them in favour of the Scheme.

Jake Dingle will be appointed as CEO of MergeCo, which will become the parent of the CBR Group and its subsidiaries should the Transaction close. He will receive a market-based CEO salary.

It is anticipated that James Douglas will become Chair of the Board of Directors of MergeCo and the remaining CBR Directors will also become Directors of MergeCo from the Transaction close along with two directors nominated by the SPAC.

Unanimous recommendation of the SPAC Directors

The Board of Directors of TRCA has unanimously approved the proposed transaction. Completion of the Transaction is subject to customary closing conditions, including the approval of the TRCA shareholders.

Exclusivity

The SID includes certain exclusivity arrangements in respect of CBR and the SPAC (including "no shop", and "no talk" obligations on both parties, and a "notification" and "matching right" in favour of the SPAC) and a USD$2 million reimbursement fee payable by either CBR or the SPAC to the other in certain circumstances, including:

• where the board of the relevant party withdraws or adversely changes their support for the Transaction and their recommendation to their shareholders to vote in favour of the transaction (subject to customary exceptions);

• where a party has been responsible for certain conditions to the Transaction not being satisfied and a resulting termination of the SID (for example because of breach of the representations and warranties it has given to the other party);

• where a party announces a competing proposal and subsequently completes it; and

• where a party has materially breached the SID which has resulted in termination of the SID.

The exclusivity arrangements are subject to customary exceptions that enable both the CBR and SPAC boards to comply with their fiduciary and/or statutory duties. The exclusivity arrangements are set out in full in the SID in Attachment 2 to this announcement.

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Indicative timetable and next steps

CBR and SPAC shareholders do not need to take any action at this stage.

A Scheme Booklet containing information in relation to the Transaction, reasons for the CBR Directors' recommendation, an Independent Expert's Report and details of the Scheme meeting and Scheme will be sent to CBR shareholders in due course, likely in the first or second quarter of CY2023.

It is currently anticipated that CBR shareholders will be given the opportunity to vote on the Scheme at the scheme meeting expected to be held in the second quarter of CY2023.

It is anticipated that the Transaction will close in the second quarter of CY2023, subject to, among other things, the approval of both the SPAC’s and CBR’s shareholders, the approval of the Federal Court of Australia and satisfaction or waiver (where applicable) of a number of other conditions.

Indicative dates are set out in the SID and remain subject to change.

Other information

Additional information about the Transaction will be provided in a Current Report on Form 8-K to be filed by the SPAC with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.

Advisors

E&P Corporate Advisory Pty Ltd is acting as advisor to the CBR Board in relation to the Australian aspects of the Transaction. Herbert Smith Freehills and Goodwin Procter LLP are serving as Australian and US legal counsel, respectively, to CBR. Ashurst and Kirkland & Ellis LLP are serving as Australian and US legal counsel, respectively, to the SPAC.

For further information, please contact:

INVESTOR CONTACT	INVESTOR CONTACT
Investor Relations	info@twinridgecapital.com
Andrew Keys	M: +1 (212) 235 0292
E: investors@carbonrev.com
M: +61 (0)400 400 380

ABOUT CARBON REVOLUTION

Carbon Revolution is an Australian technology company, which has successfully innovated, commercialised and industrialised the advanced manufacture of carbon fibre wheels for the global automotive industry. Carbon Revolution has progressed from single prototypes to designing and manufacturing high-performing wheels for some of the fastest street cars and most prestigious brands in the world. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers around the world.

For more information, visit carbonrev.com

ABOUT TWIN RIDGE

Twin Ridge Capital Acquisition Corp. (NYSE:TRCA) is a special purpose acquisition company sponsored by Twin Ridge Capital Management. The company deploys a disciplined strategic approach that focuses on leveraging its powerful professional networks and deep industry experience to provide meaningful value to a target business.

For more information, visit: twinridgecapitalac.com

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Additional Information about the Transaction and Where to Find It

This communication relates to the proposed business combination by and between CBR, the SPAC, MergeCo and a merger subsidiary of MergeCo (“Merger Sub”). In connection with the proposed business combination, MergeCo intends to file with the SEC a Registration Statement on Form F-4 (the “Registration Statement”), which will include a preliminary proxy statement of the SPAC and a preliminary prospectus of MergeCo relating to the MergeCo Shares to be issued in connection with the proposed business combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that MergeCo or the SPAC has filed or will file with the SEC or send to its shareholders in connection with the proposed business combination. This communication does not contain all the information that should be considered concerning the proposed business combination and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, THE SPAC’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY THE SPAC OR MERGECO WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.

After the registration statement is declared effective, the definitive proxy statement will be mailed to shareholders of the SPAC as of a record date to be established for voting on the proposed business combination. Additionally, the SPAC and MergeCo will file other relevant materials with the SEC in connection with the proposed business combination. Copies of the Registration Statement, the definitive proxy statement/final prospectus and all other relevant materials for the proposed business combination filed or that will be filed with the SEC may be obtained, when available, free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by the SPAC or MergeCo may be obtained, when available, free of charge from SPAC at www.twinridgecapitalac.com. The SPAC’s shareholders may also obtain copies of the proxy statement/prospectus, when available, without charge, by directing a request to Twin Ridge Capital Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200, Naples, Florida 60654.

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No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed business combination will be implemented solely pursuant to the Business Combination Agreement and Scheme Implementation Deed, in each case, filed as exhibits to the Current Report on Form 8-K filed by the SPAC on 29 November 2022, which contains the full terms and conditions of the proposed business combination. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Participants in Solicitation

This communication may be deemed solicitation material in respect of the proposed business combination. The SPAC, CBR, MergeCo, Merger Sub and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the SPAC’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of the SPAC’s directors and officers in the SPAC’s filings with the SEC, including the SPAC’s initial public offering prospectus, which was filed with the SEC on March 5, 2021, the SPAC’s subsequent annual report on Form 10-K and quarterly reports on Form 10-Q. To the extent that holdings of the SPAC’s securities by insiders have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the SPAC’s shareholders in connection with the business combination will be included in the proxy statement/prospectus relating to the proposed business combination when it becomes available. You may obtain free copies of these documents, when available, as described in the preceding paragraphs.

Forward-Looking Statements

All statements other than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations including as they relate to the proposed business combination and related transactions, pricing and market opportunity, the satisfaction of closing conditions to the proposed business combination and related transactions, the level of redemptions by the SPAC’s public shareholders and the timing of the completion of the proposed business combination, including the anticipated closing date of the proposed business combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of CBR’s and the SPAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of CBR and the SPAC.

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These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination, or that the approval of the shareholders of the SPAC or CBR is not obtained; (iii) the ability to maintain the listing of MergeCo’s securities on the stock exchange; (iv) the inability to complete any private placement financing, the amount of any private placement financing or the completion of any private placement financing with terms unfavorable to you; (v) the risk that the proposed business combination disrupts current plans and operations CBR or the SPAC as a result of the announcement and consummation of the proposed business combination and related transactions; (vi) the risk that any of the conditions to closing of the business combination are not satisfied in the anticipated manner or on the anticipated timeline or are waived by any of the parties thereto; (vii) the failure to realize the anticipated benefits of the proposed business combination and related transactions; (viii) risks relating to the uncertainty of the costs related to the proposed business combination; (ix) risks related to the rollout of CBR’s business strategy and the timing of expected business milestones; (x) the effects of competition on CBR’s future business and the ability of the combined company to grow and manage growth, establish and maintain relationships with customers and healthcare professionals and retain its management and key employees; (xi) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict; (xii) the outcome of any legal proceedings that may be instituted against the SPAC, CBR or any of their respective directors or officers, following the announcement of the proposed business combination; (xiii) the amount of redemption requests made by the SPAC’s public shareholders; (xiv) the ability of the SPAC to issue equity, if any, in connection with the proposed business combination or to otherwise obtain financing in the future; (xv) the impact of the global COVID-19 pandemic and governmental responses on any of the foregoing risks; (xvi) risks related to CBR’s industry; (xvii) changes in laws and regulations; and (xviii) those factors discussed in the SPAC’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q, in each case, under the heading “Risk Factors,” and other documents of the SPAC or MergeCo to be filed with the SEC, including the proxy statement / prospectus. If any of these risks materialize or the SPAC’s or CBR’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the SPAC nor CBR presently know or that the SPAC and CBR currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the SPAC’s and CBR’s expectations, plans or forecasts of future events and views as of the date of this communication. The SPAC and CBR anticipate that subsequent events and developments will cause the SPAC’s and CBR’s assessments to change. However, while the SPAC and CBR may elect to update these forward-looking statements at some point in the future, each of the SPAC, CBR, MergeCo and Merger Sub specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing the SPAC’s and CBR’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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Attachment 1 – BCA

[Intentionally Omitted]

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Attachment 2 – SID

[Intentionally Omitted]

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Attachment 3 – Investor presentation

[Intentionally Omitted]

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EX-99.3

Exhibit 99.3

 CARBON REVOLUTION  Investor Presentation  November 29, 2022 

 This investor presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Proposed Transaction”) involving Twin Ridge Capital Acquisition Corp. (the “SPAC”) and Carbon Revolution Limited (ACN 128 274 653) (together with its subsidiaries, the “Company”). Statements and the information in this presentation (together with the oral remarks in connection herewith, the “Information”) remain subject to change without notice. Subject to any obligations under applicable law, no responsibility is assumed for updating any Information for any new or more accurate information or any errors or mis-descriptions of which the Company or the SPAC becomes aware. The Information (a) is for informational purposes only, and is a summary only; and (b) does not constitute investment, financial product, taxation or legal advice or a recommendation to acquire securities of the Company and the SPAC, and is not intended to be used as the basis for making any investment decision. The objectives, financial position or needs of any particular viewer has not been considered. Viewers of this presentation should make their own assessment of the Proposed Transaction and should not rely on this presentation. Viewers should conduct their own research into the financial condition, assets and liabilities, financial position and performance, profits and losses, prospects and business affairs of the Company, and the contents of this presentation. Viewers should seek legal, financial, tax and other appropriate advice.   This presentation should be read in conjunction with the Company’s most recent financial report and the Company’s other periodic and continuous disclosure information lodged with the Australian Securities Exchange (“ASX”), which is available at www.asx.com.au. The Information is of a general background nature and does not purport to be exhaustive, all-inclusive or complete. For example, it does not contain all of the information that may be required to make a full analysis of the Company or the Proposed Transaction, nor does it purport to contain all of the information that an investor may require in evaluating a possible investment in the Company or the SPAC, nor does it contain all of the information which would be required to be disclosed in a prospectus, product disclosure statement or any other offering or disclosure document under Australian law or any other law. Further information about the Proposed Transaction (including key risks for the Company’s shareholders) will be provided by the Company to the Company’s shareholders in due course, in the form of an explanatory statement (as that term is defined in section 412 of the Corporations Act 2001(Cth) and notice of meeting (the “Scheme Booklet”). The Scheme Booklet will also include or be accompanied by an independent expert’s report that will opine on whether the Proposed Transaction is in the best interest of the Company’s shareholders.  None of the Company, the SPAC, CMD Global Partners LLC (“CMD”), their respective related bodies corporate, shareholders, nor any of their respective officers, directors, employees, affiliates, representatives, partners, agents or advisers (each a “Limited Party”) guarantees or makes any representations or warranties, express or implied, as to or takes responsibility for, the accuracy, reliability, completeness or fairness of the Information, opinions and conclusions contained in this presentation. No Limited Party makes any representation that this presentation is complete or that it contains all information that a prospective investor may require in evaluating the Proposed Transaction. To the maximum extent permitted by law, each Limited Party disclaims any liability for any loss arising from this presentation or the use of Information it contains, including but not limited to, (a) without limitation, any liability arising from fault, negligence or negligent misstatement; (b) representations or warranties; or (c) in relation to the accuracy or completeness of the Information, statements, opinions or matters, express or implied, contained in, arising out of or derived from, or for omissions from, this presentation.  This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any security of the Company, the SPAC or any of their respective affiliates. No such offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. Viewers should consult their own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and should not rely upon the Information contained herein to make any decision.   Forward-Looking Statements  This presentation contains certain forward-looking statements and comments about future events, including the financial condition, operations of the Company and certain plans and objectives of the Company. Forward-looking statements can generally be identified by the use of forward-looking words such as, “expect,” “anticipate,” “likely,” “intend,” “forecast,” “estimate,” “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “will,” “believe,” “predict,” “potential” or “continue,” and, in each case, their negative and other variations and other similar expressions. For example, statements regarding anticipated growth in the industry in which the Company operates and anticipated growth in demand for the Company’s products, statements on expected benefits from the Company’s technology, forecasts of the Company’s future financial results, including future Revenue and Revenue Under Contract, labor and material costs, Contribution Margin, EBITDA, backlog, Revenue CAGR, and Enterprise Value multiple of future Revenue possible growth opportunities for the Company and other metrics are forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.  Disclaimer  2 

 These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the SPAC and its management, and the Company and its management, as the case may be, are inherently uncertain and are inherently subject to risks variability and contingencies, many of which are beyond the Company’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Proposed Transaction; (ii) the outcome of any legal proceedings that may be instituted against the SPAC, the combined company or others following the announcement of the Proposed Transaction and any definitive agreements with respect thereto; (iii) the inability to complete the Proposed Transaction due to the failure to obtain approval of the shareholders of the SPAC and/or the shareholders of the Company, to obtain financing to complete the Proposed Transaction or to satisfy other conditions to closing; (iv) changes to the proposed structure of the Proposed Transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Transaction; (v) the ability to meet stock exchange listing standards following the consummation of the Proposed Transaction; (vi) the risk that the Proposed Transaction disrupts current plans and operations of the Company as a result of the announcement and consummation of the Proposed Transaction; (vii) the ability to recognize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key employees: (viii) costs related to the Proposed Transaction; (ix) changes in applicable laws or regulations; (x) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (xi) the Company’s estimates of expenses and profitability; and (xii) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the SPAC’s final prospectus relating to its initial public offering, dated March 3, 2021, or in other documents filed by the SPAC with the U.S. Securities and Exchange Commission (the “SEC”) and the “Risk Factors” section included in the Appendix to this presentation. There may be additional risks that neither the Company nor the SPAC presently know or that the Company and the SPAC currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.  Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither the Company nor the SPAC undertakes any duty to update or revise these forward-looking statements for any matters of which any of them becomes aware of which may affect any matter referred to in this presentation, subject to any obligations under applicable law.  The Company and the SPAC disclaim any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this presentation and such liability is expressly disclaimed. Only those particular representations and warranties of the Company or the SPAC made in the definitive written agreement regarding the Proposed Transaction (which does not contain any representation or warranty relating to this presentation), and subject to such limitations and restrictions as specified therein, shall have any legal effect.  Certain Financial Measures and Calculations  Certain financial and statistical Information has been subject to rounding off adjustments. Accordingly, the sum of certain data may not conform to the expressed total. The Company uses a forward-looking non-GAAP financial measure, EBITDA, in this presentation. This item is not a measure of financial performance under accounting principles generally accepted in the United States (“GAAP”) or International Financial Reporting Standards (“IFRS”), nor has this measure been audited or reviewed by an external auditor, consultant or expert. This measure is derived from management information systems. This item is an addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP or IFRS, and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or IFRS. The Company does not provide a reconciliation of the forward-looking non-GAAP financial measure, EBITDA, to its most directly comparable GAAP financial measure on a forward-looking basis because it is unable to predict with reasonable certainty or without unreasonable effort non-recurring items, such as those described in this presentation as non-GAAP adjustments, that may arise in the future. The Company believes that this forward-looking measure of financial results provides useful supplemental information to investors about the Company. The principal limitation of this financial measure is that it excludes items that are significant in understanding and assessing the Company’s financial results, including significant expenses, income and tax liabilities that are required by GAAP and/or IFRS to be recorded in the Company’s financial statements. In addition, it is subject to inherent limitations as they reflect the exercise of judgements by the Company about which expense and income are excluded or included in determining these financial measures. While the Company and the SPAC believe the Information set forth in this presentation is reasonable, it is inherently subject to modification in connection with their ongoing review or audit procedures and such modifications may be material. Accordingly, such Information and data may not be included, may be adjusted or may be presented differently in any proxy statement, prospectus or registration statement or other report or document to be filed with or furnished to the SEC by the Company, the SPAC and/or their respective affiliates.   Disclaimer (cont.)  3 

 Financial Information  The historical financial Information regarding the Company contained in this presentation has been taken from or prepared based on historical financial statements of the Company. An audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) is in process and such financial statements will be included in the registration statement/proxy statement related to the Proposed Transaction. Accordingly, the historical financial Information included herein should be considered preliminary and subject to adjustment in connection with the completion of the audit pursuant to PCAOB standards. The Company’s results and financial condition as reflected in the financial statements included in the registration statement/proxy statement may be adjusted or presented differently from the historical financial Information included herein, and the differences could be material.  Industry and Market Data  Certain Information contained in this presentation relates to or is based on studies, publications, surveys, the Company’s own internal estimates, and research and other statistical data made by independent parties and by the Company. Neither the Company, the SPAC nor their representatives have independently verified any such Information provided by third parties or industry or general publications. This data included in this presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. In addition, forecasts, assumptions and estimates of the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. Finally, internal research has not been verified by any independent source, and the Company and the SPAC cannot guarantee and make no representation or warranty, express or implied, as to its accuracy and completeness.   Trademarks  This presentation contains trademarks, service marks, trade names and copyrights of the Company, the SPAC and other companies, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade name or products in this presentation is not intended to, and does not imply, a relationship with the SPAC or the Company, or an endorsement of sponsorship by or of the SPAC or the Company. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the SPAC or the Company will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.   Additional Information  In connection with the Proposed Transaction, the parties intend to file with the SEC a registration statement on Form F-4 containing a preliminary proxy statement of the SPAC and a preliminary prospectus of the combined company, and after the registration statement is declared effective, the SPAC will mail a definitive proxy statement/prospectus relating to the Proposed Transaction to its shareholders. This presentation does not contain all the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transaction. The SPAC’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Proposed Transaction, as these materials will contain important information about the Company, the SPAC and the Proposed Transaction. When available, the definitive proxy statement/prospectus and other relevant materials for the Proposed Transaction will be mailed to shareholders of the SPAC as of a record date to be established for voting on the Proposed Transaction. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Twin Ridge Capital Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200, Naples, Florida 60654 (phone number: (617) 663-5997).  Participants in the Solicitation of Proxies  The SPAC and its directors and executive officers may be deemed participants in the solicitation of proxies from the SPAC’s shareholders with respect to the Proposed Transaction. A list of the names of those directors and executive officers and a description of their interests in SPAC is contained in SPAC’s final prospectus relating to its initial public offering, dated March 3, 2021, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: Twin Ridge Capital Acquisition Corp., 999 Vanderbilt Beach Road, Suite 200, Naples, Florida 60654 (phone number: (617) 663-5997). Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the Proposed Transaction when available.  The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the SPAC in connection with the Proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the proxy statement for the Proposed Transaction when available.  INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  Disclaimer (cont.)  4 

 Market leader in production of revolutionary carbon fiber wheels, the next generation of wheel technology  The Business  Supplier of high-performance, lightweight carbon fiber wheels to global OEMs  Advanced manufacturer producing some of the most technically advanced wheels on the planet   Valuation  Pro forma Enterprise Value of $270 million  Attractively valued entry multiple of 5.4x EV/2023E Revenue and 3.0x EV/2024E Revenue compared to peers at 10.1x and 5.0x  98% of CY2023E and CY2024E Projected Revenue Under Contract (1)  Capital Structure  Carbon Revolution (“CR”) shareholders rolling 100% of their equity  TRCA trust to provide ~$214M of proceeds assuming 0% redemptions  Transaction expected to include $60M committed equity facility  Commercial Partners  Today’s Presenters  Dale Morrison  Chairman  Sanjay Morey  Co-CEO, President &   Board Director  William Russell  Co-CEO, CFO &  Board Director  Jake Dingle   CEO  Gerard Buckle  CFO  Transaction Overview  5  Note: Exchange rate of 0.70 used for conversion of AUD revenue into USD.  (1) Projected Revenue Under Contract defined as projected revenue from programs that are either Awarded or in Engineering, where pricing has been specified and OEMs provided volume forecast. See Disclaimer, Risk Factors and Projection Methodologies for important details. 

 The Carbon Revolution Opportunity  98%  Projected Revenue Under Contract (3) ’23 & ‘24  $38Bn  Automotive Wheel Market (1)  89  Patents (2)  13  Awarded OEM Programs to Date  $335M  Company Backlog With Global OEMs (4)  34.9%  2024E Contribution Margin  Large addressable market for this new disruptive technology and enabler to range extension and regulatory compliance of electric vehicles (EVs)  Unique and protected technology – Carbon Revolution is years ahead of the competition  Strong and diverse customer relationships with major global car makers  Revenue base from contracted wheel programs with blue-chip OEM customers provides substantial visibility   Company backlog with global OEMs engrains Carbon Revolution in their business and delivers clear-path to growth  New production technology drives capacity growth and cost per wheel reduction  (1) Verified Market Research, Global Automotive Wheel Market Size by Rim October 2022.  (2) 58 granted, 31 pending patents.  (3) Projected Revenue Under Contract defined as projected revenue from programs that are either Awarded or in Engineering, where pricing has been specified and OEMs provided volume forecast. See Disclaimer, Risk Factors and Projection Methodologies for important details.  (4) Backlog as of 10/31/2022, Backlog (remaining lifetime gross program projected revenue) is based on awarded programs and excludes programs that are contracted for engineering.  6 

 Lightweight Technologies are Key Enabler in Electric Vehicle Transition  Carbon Revolution’s technology provides a solution to OEM electrification growing pains – a path to widespread adoption evidenced by exclusive production wins with leading global OEMs  Range is the new currency for OEMs as the market transitions to electric vehicles. Solutions to reducing vehicle mass and increasing range are challenging – requiring a large number of small improvements or deleting major attributes  Structural challenges now evident – weight of large aluminum wheels combined with batteries becoming impractical  Structural demands are competing with aesthetic requirements – consumers and studios are demanding large wheels to pair with increasingly larger vehicles  Large wheel sizes on luxury vehicles and SUVs increase the strain on vehicle suspension and challenge the performance of the vehicle  Battery weight is compromising OEMs’ ability to navigate CAFE standards and light passenger vehicle mass limits  Developed and commercialized a step-change weight saving technology that is being adopted by global OEMs; delivering a wheel weight savings of up to 40%-50% compared to aluminum, which can deliver up to 5%-10% increase to vehicle range(1)  Carbon Revolution eliminates up to 100lbs of weight in high impact area of vehicle (rotating, unsprung mass)  Benefits of carbon fiber wheels increase as wheel size increases and heavier aluminum becomes less viable to achieve OEM performance targets – particularly in SUVs which have larger wheels  Substantial reduction in vehicle unsprung mass results in less strain on suspension, improved traction and driver control  10+ year history of testing with OEMs has resulted in platform wins with Ford, GM, Ferrari, and Renault  Challenges the Automotive Sector is Facing…   …How Carbon Revolution Can Provide a Solution   7  (1) If associated weight reduction were to be reinvested in battery mass. Top end of range assumes further benefits derived from additional aerodynamic, NVH, and structural enhancements. 

 Carbon Revolution Positioned to Capitalize on Automotive Trends  8  CAGR  5.2%  Global Automotive Wheel Market (1)  Global automotive wheel market is massive and growing   Global EV Market Penetration (2)  Electric Vehicles are gaining share rapidly and driving innovation in the automotive industry   Vehicle Weight Over Time (3)  Vehicles have consistently gotten heavier, posing regulatory and range challenges once combined with EV battery weight  (1) Verified Market Research, Global Automotive Wheel Market Size by Rim October 2022.  (2) IEA.org, Global EV Data Explorer as of 11/18/2022.  (3) EPA.gov, United States only.  Pickup  Truck-SUV  Car-SUV  Sedan/Wagon 

 Carbon Revolution at a Glance  Carbon Revolution is a global technology company and tier one OEM supplier, which has successfully innovated, commercialized and industrialized the supply of lightweight carbon fiber wheels to the global automotive industry  Carbon Revolution by the Metrics…   Carbon Revolution has progressed from single prototypes to designing and manufacturing wheels at scale for some of the most prestigious brands in the world  With over sixty-thousand Carbon Revolution wheels sold, the Company is now the recognized leader in the sector  Carbon Revolution has been awarded thirteen programs with five global OEMs, with a further six programs in progress under engineering agreements  Carbon Revolution is well-positioned to enable new mobility; because lower weight wheels in EVs will increase range, which is a key barrier to EV uptake   98%  Revenue Under Contract (1) 2023E  98%  Revenue Under Contract (1) 2024E  $50.3m  Revenue CY2023E  $90.1m  Revenue CY2024E  4  EV Programs in Development;Enabler for Extended EV Range  13  Awarded Programs  With 5 Global OEMs  58 Granted Patents   A Further 31 Pending Patents   Up to 5-10%  Projected Improvement in Electric Vehicle Range (2)  >$250 Million  Cumulative Equity Investment in Carbon Revolution to Date (3)  10,000m2  Manufacturing Footprint with New 2014 Facility, Expanded in 2018  Note: AUD to USD Exchange Rate of 0.70.  (1) Projected Revenue Under Contract defined as projected revenue from programs that are either Awarded or in Engineering, where pricing has been specified and OEMs provided volume forecast. See Disclaimer, Risk Factors and Projection Methodologies for important details.  (2) If associated weight reduction were to be reinvested in battery mass. Top end of range assumes further benefits derived from additional aerodynamic, NVH, and structural enhancements.  (3) Per publicly filed Carbon Revolution FY2022 Annual Report as of June 30, 2022.  9 

 Advanced and proprietary manufacturing  Wheel design and engineering  Material science  Rim and Barrell  Spoke architecture  Hub architecture  Bolted Joint  Thermal barrier coating technologies   Spoke to rim connection  Hub core ‘puck’  Carbon Revolution has 58 granted patents and 31 pending patents (including 3 PCTs) across 13 patent families as well as advanced composite wheel process intellectual property (know-how & trade secrets)  Learning Curve that is Protected and Hard to Imitate  10 

 Activating Demand by Providing Solutions to OEM Challenges  11  Range and Durability Solutions  Carbon fiber wheels can achieve savings of up to ~50% of the weight of aluminum and are designed in aerodynamic geometries, both of which extend range  Carbon wheels can be ~50% more durable while still achieving significant weight advantage  Styling Solutions  Carbon fiber wheels offer new styling opportunities to design studios that have been solely working with aluminum for 40+ years  Customers find the signature carbon fiber “weave” pattern aesthetically pleasing and unique; wheels offer color/pattern design flexibility and freedom  NVH(1) Solutions  Reduction in unsprung mass decreases strain on suspension and improves traction & handling  Reduction in road noise transmission and harshness versus aluminum  Less vibration protects the important components of the vehicle from damage as well as improves cabin comfort  Weight offset solutions: carbon fiber wheels provide up to 100lbs of vehicle weight reduction compared to aluminum  Wheel weight reduction partially offsets large battery weight, enabling regulatory compliance to key weight class limits  Individual wheel weight reduction reduces suspension loads, enabling competitively sized wheels on EVs  Carbon fiber wheel weight reduction directly increases EV range, providing OEMs “bolt-on” range extension without requiring expensive design and plant retooling  (1) Noise, Vibration, and Harshness. 

 Carbon Fiber Wheels Positioned for Rapid Adoption  Well established adoption curve in automotive for next generation technologies  When new automotive technologies are introduced, penetration typically begins at the luxury or performance end of the market before transitioning to a point of full adoption as a mass market product  Carbon Revolution has captured first-mover advantage in next-generation auto-tech  Front disk brakes  Front wheel drive  Fuel injection  Variable valve timing  Air conditioning  Multivalve engines  Lockup auto transmissions  Denotes comparable technology adoption in period since CR commercialization  Source: Leading consulting firm market study.  (1) Cumulative wheel sales from FY13 to September 30, 2022.  12  Over 60,000 cumulative wheel sales volume (1) from 9 programs announced by OEMs and in the market  First commercial OEM program  Ford  Ford  Renault  Ford  Ferrari  Ferrari  GM  Ferrari 

 A Compelling History of Successful Expansion…   Product releases  Company evolution  2011  Investment  Funding from the Green Car Innovation Fund (matched with equity and private capital)   2013  Regulatory approval  Achieved global OEM standards for component supply (TS16949)  2019  Ford GT500  Ferrari SF90  Renault Megane  Product Launch  2019  Initial Public Offering on the ASX  2010  Prototypes released  Carbon Revolution presents prototypes to European and North American car makers   2010  2012  CR-9 wheel launched  World’s first one-piece carbon fiber wheel launched at SEMA show in California, available for aftermarket fitment for the Porsche 911 GT3, Lamborghini Gallardo and Audi R8  2012  2016  Ford GT Supercar  Carbon Revolution wheels available as an option  2016  Investment  Carbon Revolution raises an additional $50mm, including $10mm from the Clean Energy Finance Corporation (CEFC)  2016  2018  Ferrari 488 Pista  Carbon Revolution announced as one of 21 key strategic partners for the 488 Pista program  2018  Expanded Facility  Facility expansion to 10,000m2 manufacturing footprint  2018  2021  Chevy Corvette Z06 / Z07 Ferrari 812   Ferrari 296 GTB  Product Launch  2021  Began installation of Mega line to vastly increase production of automotive road wheels  2021  2015  Ford Shelby Mustang GT350R  The first vehicle to include Carbon Revolution wheels as standard fitment  2014  Manufacturing plant opens  new $23.8mm manufacturing facility  2014  13 

 OEM Purchase Considerations  Consumer Value of Range Increase  Vehicle Weight, Performance, and Range  System Cost and Associated Consumer Value  Weight is critical to OEMs for both ICE and EV vehicles, with weight reduction assessed on a gram-by-gram basis  Reducing unsprung mass substantially improves traction, braking, and acceleration  Reduction in mass reduces strain on vehicle suspension  Eliminating ~100lbs from a vehicle can deliver a range increase of 5-10% for electric vehicles (1)  Carbon Revolution wheels are ~4x the price of comparable forged aluminum wheels, representing ~$1,100 of incremental spend per wheel and $4,500 per vehicle compared to aluminum luxury wheels  Comparable EV models indicate willingness to pay of $3,810 - $7,620 based on range increase delivered  As CR scales production capacity, the company intends to provide lower-cost wheels to mainstream platforms  Consumer Price Per Incremental Mile of Range  Median = $263  14  Median Range  $3,810 - $7,620  Source: Company websites.  (1) If associated weight reduction were to be reinvested in battery mass. Top end of range assumes further benefits derived from additional aerodynamic, NVH, and structural enhancements.  . 

 Capitalizing on Electric SUV/Truck Opportunity Across Multiple OEMs  Stage of Program Lifecycle (1)  Programs   Awarded programs in production   5  Programs in development  Awarded  4  Under detailed design and engineering agreement  Electric Vehicles  4  Premium Vehicles  2  Total Active Programs  15  Programs in Aftersales  4  Total Lifetime Programs  19  Next-Generation Lightweight Solution for Electrification  Trucks and SUVs are now the heart of the global market, representing the key profit pool for OEMs  Automotive industry focused on electrifying SUV platforms  EVs, and especially EV SUV/Truck, are inherently heavy due to battery weight  15  Reduce road noise transmission to enable reduction of sound deadeners (further cost and weight reduction)  Opportunity for greater wheel robustness and durability than aluminum  Compelling styling unique from aluminum  (1) As of November 26, 2022. 

 Revenue Base From Contracted Programs  Projected Revenue by Contract Status  Established trust and a track record of delivery. Not a commodity selling process and characterized by very senior engagement (as products core to internal combustion engine vehicle transition efforts)  Most customers have repeat business with multiple programs, demonstrating the cumulative nature of the technology as take rate expectations are typically exceeded with early programs and the value proposition is better understood  Programs in progress far exceed programs completed to date – particularly impactful given the multi-year lifespan of production programs  Nearly all of 2023E and 2024E projected revenues are from programs that are either awarded or in engineering, where pricing has been agreed and volume forecasts have been provided by OEM  Company could grow 5.0x without any new platforms (2)  By 2027E ~5.0x current volumes are projected from platforms that are either awarded or in engineering today (1)(2)  Note: Please see Disclaimer, Risk Factors and Projection Methodologies for important details.  Formal design and engineering agreements signed with the OEMs allow Carbon Revolution to initiate work on the detailed program specific design and engineering phase. There is no guarantee that programs that are contracted for engineering will proceed to award, however the Company has a very strong record in converting engineering contracts to award and has in all instances been awarded a platform post engineering that was ultimately produced by the OEM.  Based on projected revenue, of which 40% is Awarded and 60% is under an Engineering contract.  (1)  16 

 Improving Margin Through Optimizing Cost Inputs  Improving Costs and Contribution Margin Per Wheel  17  22%  35%  50%-60%  Contribution Margin  Long-Term Target  Expected Benefits from Labor and Material Improvements  Fixed labor operating leverage drives efficiency as volumes scale  Mega-line automates processes via robots and conveyor systems to replace human labor  Planned cycle time and lean process improvement allow for further labor efficiencies  Labor  Material  Reuse and reduction in cut carbon fiber waste  Negotiations of planned improved prices as a result of volume increases  Shift strategy from spot buyer to contracted buyer for key materials  Consolidation of consumables purchases from many to few suppliers  Long Term Target  Shifting production to a low-cost country, such as Mexico, reduces hourly labor cost from $31.40 to $6.20  Producing closer to supply and customer base substantially reduces shipping costs  $ in USD 

 Mega-line Industrialization Program Expected to Increase Throughput and Lower Cost of Wheel Production  Cutting  Rim layup  Inj. and moulding  CNC Blade Cutting  Prototype Click Press  Production Click Press  RPM  ARL1/2  ARL3  Low Pressure RTM  High Pressure RTM  Mega-line HP RTM  Example Process Evolution  Initial Commercial Production  Automation of Core Processes  Fully   Industrialized Production  18  Carbon Revolution’s Mega-lines represent industrialized and highly automated advanced manufacturing cells which are expected to deliver high volumes with dramatically reduced labor inputs  Carbon Revolution intends to develop Mega-lines in low-cost countries closer to customer markets to meet the Company’s expectation of a significant, long-term growth opportunity  Securing larger programs is consistent with Carbon Revolution’s industrialization strategy and is underpinned by the Company’s strong record of supplying this technology  The first phase of the first Mega-line is expected to begin production in early 2023 with additional capacity expected to be added through to 2025  Developed by the Carbon Revolution and its partners in Australia, deploying state of the art technology 

 Longer Term Strategic Investment: Additional Capacity Adjacent to Customer Demand   19  Significant acceleration in demand is emerging from the global automotive market and is a catalyst for Carbon Revolution to establish a larger scale manufacturing facility in a strategically located low-cost country (LCC)  Closer proximity to carbon fiber suppliers  Closer proximity to global OEM customers  Capacity expansion and cost reduction  New ability to use volume-based leverage against existing suppliers, form partnerships, and lock in volume-based discounts  Lower costs enable lower pricing that will allow customers to expand applications and increase overall volumes  Expanded and competitive stable of suppliers  Lower and more accessible wheel prices to customers through lower labor and shipping costs  Lower cost labour paired with an efficient supply chain is expected to significantly reduce production costs  Ability to implement multiple Mega-lines to address adjacent acceleration in demand 

 Carbon Revolution is Many Years Ahead of its Competitors  In comparison, Carbon Revolution has over 60,000 wheels sold to multiple major global car makers. Carbon Revolution’s leadership is extending with each program delivered (1)  Competitor  Type of wheel  Achievement to date  Current status  Full carbon & two-piece carbon/aluminum wheels  1 small program in 2017 with Porsche  No following programs released  Acquired ThyssenKrupp Carbon Components business in August 2021  Single piece CF wheel  22-inch CF wheel for Bentley and a 20-inch aftermarket CF automotive wheel  Have announced that they will enter the aftermarket with a single carbon fiber wheel design  Single piece CF wheel  One 19-inch after market wheel  Focused on aftermarket  Two piece wheel, metal spokes with CF rim  Note several series projects are ongoing in the passenger car and motorcycle sectors  Only motorcycle wheels on the market  Two piece wheel, metal spokes with CF rim and motorcycle  Aftermarket only  Announced strategic joint partnership with Hankuk Carbon in May 2022  Single piece auto and motorcycle wheels  History of aftermarket motorcycle wheels  Sports car and pickup truck wheel in development  Single piece CF wheel  Limited edition Alpine A110R   Just announced Alpine A110R with single piece CF wheel  20  (1) Cumulative wheel sales from FY13 to September 30, 2022. 

 Highly Experienced Management Team with Deep Industry Background  Jake DingleCEO & MD  One of the initial investors and founders. Background in engineering, operations, strategy and M&A within Australian listed companies  Gerard BuckleCFO  An Experienced senior executive, with a demonstrated capacity to develop and implement strategic plans and improve business performance  Dr Ashley DenmeadChief Technology Officer  Founder and experienced executive, over 15 years developing and commercializing the technology to bring carbon fiber wheels to the automotive market  Dave FrenchOperational Strategy Lead  Globally experienced automotive executive with extensive background in business planning and strategy, vehicle program delivery, product development systems and manufacturing plant management  David NockGeneral Counsel, Company Secretary  Previous roles within listed Australian, US and European entities  Ron CollinsVice President North America  Experienced engineering executive with 31 years in Ford Motor Company in various engineering roles. Experienced in the global auto industry with multiple executive roles based in North America, Europe, Asia Pacific, and Australia. Based in USA  Jo MarkhamDirector of Customer Excellence  An EExperienced senior executive, with a passion for developing leaders and building effective teams within a culture of trust, fairness and transparency  Andrew HigginbothamOperations Director  Leadership roles in assembly, machining, stamping and quality operations with experience in the United States and Japan  Sam CasabeneDirector of Procurement & Supply  Executive with 40 years in Ford Motor Company globally with an extensive background in strategic procurement, product development, supply chain management and start-up operations  Jesse KalkmanDirector of Sales and Business Development  An experienced sales executive with over 30 years in the automotive industry at multiple Tier 1 suppliers varying in size and products manufactured. Extensive experience supporting a global customer base. Based in USA  21 

 Financial Summary  Revenue ($ in USD, millions)  Contribution Margin ($ in USD, millions)  2022A  EBITDA ($ in USD, millions)  Commentary  Total revenue forecasted to grow from $28.7 million in CY2022E to $90.1m in CY2024E representing a CAGR of 77%  98% of CY2023E & CY2024E Projected Revenue Under Contract (1) with major global OEMs  New program launches recovering rapidly from the COVID-19 pandemic with 3 new programs expected to come into production in the coming ~18 months  Contribution margin improvement driven by improvement in labor per wheel as company finalizes the Mega line in Australia and benefits from operating leverage   Programs under contract are expected to drive positive contribution margins of 35% in CY2024E with positive EBITDA generation  22  Note: AUD to USD Exchange Rate of 0.70. Please see Disclaimer, Risk Factors and Projection Methodologies for important details.  (1) Projected Revenue Under Contract defined as projected revenue from programs that are either Awarded or in Engineering, where pricing has been specified and OEMs provided volume forecast.  CY2023E  CY2022E 

 Pathway to Profitability  23  Variable  Critical Milestone  Supporting Metrics  VOLUME  PRICE  INPUT COST  ~45,000 wheels per annum to achieve breakeven EBITDA  Maintain current pricing strategy  ~10-15% P/A reduction in unit material and other direct inputs   ~25-30% P/A reduction in unit direct labor   Contribution margin per wheel > $600  CY2024E Volume: ~49,000 Wheels (98% projected under contract with OEMs (1))  CR’s Australian facility capacity expected to increase to ~70k P/A by Dec-24   Awarded contracts give the Company a sound basis for its pricing projections  Scale-driven input price negotiation  Ongoing material selection, optimization and waste reduction  Technology and scale-driven productivity improvements  Projected Under Contract defined as projected revenue from programs that are either Awarded or in Engineering, where pricing has been specified and OEMs provided volume forecast. Please see Disclaimer, Risk Factors and Projection Methodologies for important details. 

 Track Record of Beating OEM Forecasts  24  History of Outperforming on OEM Awards (2)  $ in USD  Substantial Backlog of Awarded Volumes (1)  $335M  Please see Disclaimer, Risk Factors and Projection Methodologies for important details.  Backlog as of 10/31/2022, Backlog (remaining lifetime gross program projected revenue) is based on awarded programs and excludes programs that are contracted for engineering.  Reflects the four longest tenured OEM programs.  $ in USD  Carbon Revolution currently has nine awarded programs (5 in production, 4 in development) with global OEMs, with a further six programs under engineering contracts  The Company has projected remaining lifetime gross program wheel revenue on awarded programs, resulting in backlog >$300M  Additional programs that are in engineering with OEMs are expected to increase awarded backlog in coming months  OEMs have historically ordered more wheels than forecasted in their initial (non-binding) program award documentation  2.2X  Delivery Multiple of Award  1.4X  1.1X  1.9X 

 Carbon Revolution provides a compelling solution to the significant mass related issues faced by the global automotive industry as it moves towards electrification  Automotive wheel market is massive, with the premium vehicle and electric vehicle (“EV”) segments experiencing strong growth  Adoption curve of new technologies is well established in the automotive industry  The Company has a strong track record with leading automotive OEMs (exemplified by 13 awarded programs with 5 global OEMs)  Carbon Revolution’s technology is highly valuable for EVs given the substantial range increase and the Company is experiencing substantial traction (4 EV programs in development)  The Company benefits from strong visibility and a clear path to growth (98% of CY2023E and CY2024E Projected Revenue Under Contract (1))  Automation investments driving margin expansion, with substantial opportunity to further optimize through investment in lower-cost geographies  Summary of Opportunity   25  (1) Projected Revenue Under Contract defined as revenue from programs that are either Awarded or in Engineering, where pricing has been specified and OEMs provided volume forecast. Please see Disclaimer, Risk Factors and Projection Methodologies for important details. 

 Transaction Summary  26 

 Detailed Transaction Overview  Sources & Uses  Sources ($ mm)         SPAC Cash in Trust(1)  $214   Stock Consideration to Existing Shareholders  197   Total Sources        $411   Uses ($ mm)         Stock Consideration to Existing Shareholders  $197   Cash to Balance Sheet  194    Estimated Fees and Expenses (2)  20    Total Uses        $411  Pro Forma Valuation  ($ in Millions, except per share values)   Pro Forma Shares Outstanding (1)(3)(4)  46.1   (*) Share Price  10.00    Equity Value     $461   (+) Existing Net Debt as of 10/31/2022  3’   (-) Cash Proceeds from Transaction  (194)   Enterprise Value  $270   Enterprise Value / 2023 Revenue  5.4x   Enterprise Value / 2024 Revenue  3.0x  Pro Forma Ownership  Ownership Breakdown at Close (1)(3)(4)     Shares   % Ownership   Carbon Revolution Rollover  19.7  43%   TRCA Shareholders  26.4   57%   PF Shares Outstanding        46.1  100%  Note: Transaction will include an additional $60M Committed Equity Facility that may be drawn after the Transaction closing.   Assumes no redemptions from TRCA trust account. Based on current market conditions, SPAC redemptions may be relatively high.  Includes TRCA deferred underwriting fee and estimated Carbon Revolution & TRCA transaction costs.  Stock Consideration to Existing Shareholders calculated as $200M Enterprise Value + $8M existing cash – $11M existing debt as of 10/31/2022 presented for illustrative purposes. Cash and debt as of 3/31/2023 will be used to calculate the stock consideration to existing Carbon Revolution shareholders.  Ownership and share count includes 21.3M TRCA Class A ordinary shares and 5.0M TRCA Class B Shares (net of 0.3M forfeiture), and excludes 12.1M outstanding TRCA warrants (strike price of $11.50 or 15% out-of-the-money).  27 

 EV Supply Chain & Autonomous Components  Disruptive Industrial Technology  High growth industrial companies with unique and transformative technology  Business models not fully proven out, however benefit from substantial customer engagement/commitments  Strong growth and high-margins for the foreseeable future  Component suppliers to OEMs, providing specialized components for next-generation technologies   Benefit from the same tailwinds / themes in automotive (i.e., electrification)  Requiring Research and Development and CapEx investments  Comparable Company Universe  28 

 Comparable Operational Benchmarking  Revenue CAGR CY22-CY24  Carbon Revolution  Note: Comparable Benchmark financials from S&P CapitalIQ dated 11/28/2022.  29  77%  EV Supply Chain & Autonomous Components  Disruptive Industrial Technology  Median = 39%  = indicates not to scale  Median = 188%  = indicates not to scale 

 Comparable Valuation Benchmarking  Enterprise Value / 2023 Revenue  Carbon Revolution  EV Supply Chain & Autonomous Components  Disruptive Industrial Technology  Median = 9.1x  Median = 17.1x  = indicates not to scale  Enterprise Value / 2024 Revenue  Carbon Revolution  EV Supply Chain & Autonomous Components  Disruptive Industrial Technology  Median = 3.2x  Median = 6.8x  = indicates not to scale  30  5.4x  3.0x  Note: Comparable Benchmark financials from S&P CapitalIQ dated 11/28/2022. 

 Basis of preparation  Page 22 of this presentation contains the Company’s estimates of Revenue, Contribution Margin and Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) for the calendar years 2022, 2023 and 2024 (the “Financial Projections”). The Company’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the Financial Projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. These Financial Projections should not be relied upon as being necessarily indicative of future results.   The Financial Projections have been prepared by the Company as part of its long-range planning process and are included in this document to provide current and potential investors with information to assist them in understanding the Company’s forecast financial performance, for their use in evaluating the transaction described in this presentation.   The Directors of the Company are responsible for the preparation and presentation of the Financial Projections. The Directors of the Company consider that the Financial Projections provide a reasonable basis for current and potential investors to assess the Company’s forecast financial performance, in the context of the Assumptions, Risks and Sensitivities outlined below. Inclusion of the Financial Projections should not be regarded as a representation by any person that the results contained in the Financial Projections will be achieved.  The Financial Projections are presented in an abbreviated form and do not include all of the statements, disclosures or comparative information required by US Generally Accepted Accounting Principles or Australian Accounting Standards.  Assumptions  The Financial Projections have been prepared on a detailed, bottom-up basis. The assumptions applied in relation to each key component of the Financial Projections are as follows:  Program overview: The revenue projections have been prepared on a program-by-program basis. The Company has a number of programs at various stages of production and development, as follows:  Awarded Production: The Company currently has 9 active awarded programs with 4 global OEMs (5 of which are currently in production and 4 of which are under development).   Awarded Design & Engineering: The Company also has 6 programs that are under detailed design and engineering agreements signed with OEMs to allow Carbon Revolution to initiate work on the detailed program specific design and engineering phase. Engineering occurs after the Company has been selected to be on a platform launching generally within 3 years and is the final stage before a formal award (only one party is brought into engineering). The Company has in all instances been awarded a platform post-engineering that was ultimately produced by the OEM.  Pipeline: The Company also has a number of prospective OEM wheel programs in its business development pipeline. Management has reviewed the current pipeline of programs and identified two programs which it expects to be secured and convert to production during 2023 and 2024, taking into account the status of current discussions with the OEMs and expected ramp-up profiles.  Overall, the Financial Projections assume an increase in the number of programs in production, to 11 programs by Dec-24. It is the Company’s expectation that all of the contracts currently under Design & Engineering will convert to production, together with a further two projects currently in the pipeline (refer below)  Volumes: The Company has undertaken a detailed assessment of expected wheel volumes on a program-by-program basis, taking into account contractual arrangements and the latest correspondence with respective OEMs for both Awarded and Pipeline projects. Whilst the Company’s contracts with OEMs do not provide contractual or minimum volume guarantees, the Company is in regular dialogue with OEMs in relation to OEMs’ production forecasts, which provides a degree of visibility over future volumes (particularly in the short-term). This correspondence with OEMs forms the primary basis of the volume projections for awarded and near-term pipeline projects, supplemented (where relevant) by other sources of information (e.g. market data, production capacity requests from OEMs, take rate indications, management expectations of volumes based on experience and market knowledge). Overall wheel volumes are projected to increase from 13,692 in CY22 to 48,816 in CY24 driven by the ramp-up in production on awarded and pipeline programs, with 11 programs assumed to be in production by Dec-24.  Revenue recognition and program timing: The Financial Projections assume a change in incoterms with two key customers to allow the Company to recognise revenue when wheels are shipped from Australia, rather than when received into the customers’ facilities (approximately 3-4 months later). Negotiations regarding changes to incoterms are currently underway with these two customers, with one of the two having provided written agreement to operate on this basis until mid-CY23 and discussions are ongoing to convert this to a permanent arrangement.  The Financial Projections also assume that the latest production schedules received from OEMs are accurate, assuming no unforeseen delays (e.g. from COVID-19, semi-conductor shortages or other supply chain challenges).  Projection Methodologies  31 

 Pricing: Pricing is projected on a program-by-program basis, taking into account contracted amounts for awarded programs and tendered amounts for pipeline programs. The Company is currently in discussions with all customers in relation to potential price increases in light of input cost inflation. The Financial Projections assume current pricing continues throughout CY23 and CY24 i.e. does not assume any price changes..  Raw materials, freight and other direct manufacturing costs: The Company has projected raw material costs for each wheel program. In doing so, it has considered expected product designs and material composition, production process usage, scrap and waste, raw material pricing and inflation, expected volume-based negotiation benefits, productivity-based improvements and expected inbound and outbound freight and logistics costs. Overall, the Financial Projections assume a reduction in direct material costs per wheel of 23% between CY22 and CY24, with cost efficiencies projected to more than offset recent input cost inflation. The Company has not incorporated any further cost inflation (e.g. as a result of the current Ukraine/Russia war) in its projected raw material or supply chain costs as it is assumed this can be passed through to customers.  Direct labour: Direct labour is projected based on the Company’s detailed process-by-process operational model. The Financial Projections assume significant improvements in direct labour productivity, with direct labour per wheel decreasing by approximately 48% between CY22 and CY24. This is based on a range of factors including targeted improvement to product and process quality, expected scale-based volume efficiencies, reduced wastage, manufacturing technology and operational improvements and the introduction and commissioning of significant plant automation (including the Mega-line, which is assumed to be commissioned from Q1-CY23 onwards).  Research and development (“R&D”): R&D costs, which primarily comprise salaries (for staff involved in R&D) and material costs (e.g. wheel moulds) have been projected based on current run rates together with management’s expectation of additional R&D investment to support current and future programs. The Financial Projections assumes that certain R&D costs can continue to be capitalised under accounting standards (as they have been historically). R&D costs are projected to increase from US$3.2 million in CY22 to US$4.5 million in CY24.  Selling, General and Administrative (“SG&A”) costs: These costs are projected on a detailed item-by-item basis, taking into account current run rate expenditure, anticipated cost inflation, increases in variable costs to reflect wheel volume growth (e.g. scrap, warranties) and other incremental spend (e.g. additional headcount to support growth). These costs are projected to increase from US$19.8. million in CY22 to US$26.2 million in CY24.   Ongoing costs arising from listing in the United States are assumed to be materially consistent with those listing costs in Australia. Costs related to new employee incentive plans are assumed to be materially consistent with the cost of such plans in Australia.  Grant income: The Financial Projections assume a level of income from Australian-based government grants, based on specific grants announced by the respective governments. These equate to US$1.6 million in CY23 and US$2.1 million in CY24.  Transaction costs: EBITDA does not include any transaction costs or other one-off type costs  FX: The Financial Projections have been prepared in Australian Dollars (being the Company’s functional currency) and converted to US Dollars at a rate of 0.70:1 (USD:AUD). The Company does not undertake any hedging activities.  Key Risks (Financial Projections)  The following items represent the key risks contained within the Financial Projections. This list is not considered exhaustive and should be considered in the context of the Risks outlined in the Risk Factors section of this report.   Volumes: Awarded wheel programs may experience delays in development or production, or wheel production volume increases may not be as expected.  New programs: Future wheel programs may not be awarded, or may not be awarded in the expected timeframe or to the expected volumes.  Incoterms: The proposed change in incoterms may not be agreed with the relevant customers, meaning the Company is unable to recognise revenue on dispatch (but rather on arrival at the customers’ facilities). If the required customer agreement was not obtained, the impact would be timing only, with the recognition of revenue moved from a financial year to the next financial year and there would not be a material cash impact.   Pricing: The price received by the Company for its wheels may be different from expectations. Similarly, the Company may not recover engineering and development or tooling costs from its customers to the extent expected.   Materials: Direct Materials costs may be higher than assumed in the Financial Projections, e.g. if the projected operational improvements or procurement savings do not materialise in the timeframe anticipated, or if underlying input cost inflation is greater than projected.  Labour: Direct Labour costs may be higher than assumed in the Financial Projections, e.g. if the projected operational improvements (including Mega-line) do not materialise in the timeframe anticipated.  Overheads: SG&A and R&D spend may be higher than assumed in the Financial Projections.  FX: Foreign exchange rates could adversely impact the Company’s financial performance (notably a weaker Australian Dollar than assumed in the Financial Projections).  Projection Methodologies (cont.)  32 

 Sensitivities  The Financial Projections are based on a number of estimates and assumptions, as described above. These estimates and assumptions are inherently uncertain and are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company, and on assumptions with respect to future business decisions which are subject to change. Accordingly, there can be no assurance that the Financial Projections are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the Financial Projections. The Financial Projections are also subject to a number of risks including those outlined above. Investors should be aware that future events cannot be predicted with certainty and as a result, deviations from the amounts projected are to be expected. To assist investors in assessing the impact of these assumptions on the Financial Projections, the sensitivity of the projected revenue (US$90.1 million) and EBITDA ($2.8 million) in CY24 is set out below. The changes in key variables set out in the sensitivity analysis are not intended to be indicative of the complete range of variations that may be experienced.  Care should be taken in interpreting these sensitivities. In order to illustrate the likely impact on the Financial Projections, the estimated impact of changes in each of the assumptions has been calculated in isolation from changes in other assumptions. In practice, changes in assumptions may offset each other or be additive, and it is likely that the Company would respond to any changes in one item to seek to minimise the net effect on the Company’s earnings and cash flow.   The sensitivity analysis set out below is intended to provide a guide only and variations in actual performance could exceed the ranges shown, and these variances may be substantial. For example, the Financial Projections are premised on a significant increase in sales volume, particularly driven by the commencement of new programs and it is possible that the rate of increase in sales volumes from new programs does not increase at the rate projected in the financial year.  1. Change in incoterms and revenue recognition  As discussed above, the Financial Projections assume a change in incoterms with two key customers to enable the Company to recognise revenue when wheels are shipped from Australia, rather than when received into the customers’ facilities (approximately 3-4 months later). If the Company is unable to negotiate this change in terms, this would reduce CY24 revenue by US$13.8 million and CY24 EBITDA by US$6.7 million. The impact of this would be timing only, with the recognition of revenue moved from one financial year to the next financial year, and there would not be a material cash impact.   2. Change in FX rate (USD:AUD)  The Financial Projections are based on a USD:AUD rate of 0.70:1. Management estimates every $0.01c movement in the USD:AUD rate changes revenue by US$1.3 million, but with minimal impact on EBITDA. If this rate were to remain at 0.67:1 (being the rate as at 28 November 2022), this would reduce CY24 revenue by US$3.9 million and CY24 EBITDA by US$0.1 million.  3. Sales volumes  If CY24 wheel volumes were 10% greater than / lower than projected, this would impact revenue and EBITDA as follows: i) Revenue +/- US$8.8 million; ii) EBITDA + / - US$2.7 million.  4. Timing delays / volume slippage   As discussed above, the Financial Projections reflect management’s estimate of volumes, taking into account OEM’s production forecasts and assuming no delays in securing contracts or commencing production. In the event of a 1-month timing delay on all new programs which have not yet entered production, this would reduce CY24 revenue by US$4.9 million and EBITDA by US$1.7 million.  5. Average price per wheel  If sales prices were 2% greater than / lower than projected, this would increase / reduce CY24 revenue and EBITDA by US$1.8 million.  6. Direct materials  The Financial Projections assume that the Company generates significant direct material savings (e.g. through operational improvements, procurement, design and technology) to more than offset underlying cost inflation. If Direct Material costs per wheel were 10% higher than projected, this would reduce CY24 EBITDA by $3.2 million.  7. Direct labour  The Financial Projections assume a step-change improvement in direct labour productivity from Q2-CY23 onwards, driven by efficiency improvements (including the commissioning of the Mega-line) and volume growth. If direct labour costs per wheel were 10% higher than projected, this would reduce CY24 EBITDA by US$2.6 million.  8. Overheads and R&D  If the expensed portion of SG&A and R&D were 5% greater than projected in CY24, this would reduce EBITDA by US$1.4 million.  Projection Methodologies (cont.)  33 

 Risk Factors  34 

 Business Risks  Carbon Revolution is not yet profitable or cash flow positive and it may take longer to reach profitability or become cash flow breakeven than anticipated (or it may never occur).  Carbon Revolution’s customer contracts contain no take or pay provisions or other minimum purchase requirements and its customers may not order wheels as expected.  Wheel programs may not be awarded, or may not be awarded in the expected timeframe or to the expected volumes. As a result, Carbon Revolution’s view of expected volumes may not be achieved.  Wheel programs may experience delays in development or production or wheel production volume increases may not be as expected or may not materialise.  The price received by the Company for its wheels may be different from its expectations. Similarly, the Company may not recover engineering and development or tooling costs from its customers to the extent expected.   Carbon Revolution may not be able to achieve its manufacturing quality, volume and cost targets.  Carbon Revolution may not be able to increase its capacity to service customer demand or the cost to increase capacity may be more than expected, or it may otherwise be unable to execute its industrialisation plans, including the Mega-line project, as planned.  Due to industry standard contractual provisions which are favourable to Carbon Revolution's customers, Carbon Revolution may be exposed to volatility in demand and changes to forecasts on short notice, resulting in disruption to Carbon Revolution’s operations and supply chain and increased costs.   Carbon Revolution may not have the flexibility to adjust its raw material supply orders on short notice based on the fluctuations in its customer’s orders, which may adversely affect Carbon Revolution’s profitability, cash flow and operations.  Carbon Revolution is exposed to claims against it by its customers for late delivery or delivery of products which do not meet specification. However, Carbon Revolution does not have the same ability to make claims against all of its suppliers for late delivery or delivery of materials which do not meet specification.   Carbon Revolution is exposed to price increases from suppliers and may not be able to pass those increases on to customers in full or at all.   Because Carbon Revolution’s wheel designs go through a validation process with its customers, Carbon Revolution may lack flexibility in dual-sourcing suppliers of validated materials, and therefore may be more exposed to price increases and supply shortages, than would otherwise be the case where it has more flexibility to source from multiple suppliers (and swapping a validated material for an altered or different material may require some form of revalidation (partial or full)).   Carbon Revolution’s relationships with suppliers and technical partners may deteriorate or there may be other issues with goods, services or equipment received from suppliers.  Loss or failure of key manufacturing infrastructure or equipment may impact Carbon Revolution’s operations and lead to loss of revenue and/or increased costs. Some Carbon Revolution equipment may be industrially rare and difficult to replace in short order if unavailable or materially inoperable due to breakdown, damage or being otherwise inaccessible.  Due to the bespoke nature of many of Carbon Revolution’s manufacturing equipment, there is a higher risk, compared to off-the-shelf equipment, that repair, refurbishment or new commissioning of such equipment is delayed and/or the equipment supplier claims additional costs for modifications during the commissioning phase, that the equipment does not perform to the level expected or meet the process requirements or that the equipment breaks down.   Risk Factors  35 

 Business Risks  As a manufacturer of a highly complex and innovative product (which is continuing to evolve), and which requires bespoke equipment to be designed and produced for numerous steps of the production process, Carbon Revolution is subject to inherent risks in the development and use of new technology, including equipment not performing to the level expected, product quality not being to the level expected, and manual labour required to finish wheels being higher than expected.  New wheel designs for new customers, or other changes to product and process, may take longer to achieve customer validation than expected, may be more difficult to manufacture than expected, may cost more to manufacture than expected, or may result in more quality issues than expected, resulting in lower returns than anticipated.  Carbon Revolution may fail to have systems and processes in place, or fail to adhere to such systems and processes, that ensure robust compliance with product specifications, contractual requirements and quality systems, resulting in increased cost, scrap or quality issues, or shipping of wheels not according to specification.  Customer warranty claims may be higher than expected.   Carbon Revolution may suffer reputational damage or incur liability due to poor product performance or failures, product recalls or other issues with its wheels.  As a supplier in the automotive industry, Carbon Revolution may be exposed to severe product liability claims, including claims for bodily injury and/or death.  Carbon Revolution may be unable to increase its workforce as required, or the cost of doing so may be higher than expected.  Loss of or failure to replace or hire key persons and workforce engagement issues may impact Carbon Revolution’s operations and growth.  Force majeure events (such as natural disasters or other significant events that impact global supply chains) may have an adverse effect on the demand for Carbon Revolution's products and on its supply chain and ability to manufacture according to customer demand, resulting in lower revenue and/or increased costs.   Risks associated with COVID-19, other pandemics, and other macroeconomic factors may impact Carbon Revolution’s operations and financial performance.  The Russian-Ukrainian dispute or other similar disputes may have an impact on global supply chains, materials availability, materials costs and transport and logistics costs.   Carbon Revolution’s business may be impacted by climate change, existing or new environmental regulations, and related risks.  Carbon Revolution may face increased pressure from customers, investors or government regulation to find a recycle and re-use solution for scrap and end-of life wheels and doing so may take longer than expected, cost more than expected, or not be feasible.  Carbon Revolution may be unable to meet government, investor, customer or consumer standards, requirements and expectations, or may incur substantial costs in doing so.  Workplace incidents or accidents may occur (including arising from equipment or hazardous material, such as paints), that may damage Carbon Revolution's reputation and/or expose Carbon Revolution to claims or litigation or impact operations.  Carbon Revolution manufactures and supplies a complex product incorporating many technologies, components and materials. If a court upheld a third-party intellectual property rights infringement claim against Carbon Revolution, subject to any appeal, Carbon Revolution may be subject to injunctions (the impact of which would depend on the relevant order), declaratory relief or a requirement to pay monetary compensation.  Risk Factors (cont.)  36 

 Business Risks  There are geographical limitations to Carbon Revolution’s registered intellectual property portfolio because it is not economically feasible to register all such IP in all jurisdictions around the world.   Carbon Revolution’s confidential wheel process know-how and trade secrets contribute to the Company’s competitive advance, which could be materially adversely affected by unauthorised access, use or disclosure of relevant confidential information/trade secrets or by IT security breaches, attacks, ransomware, hacking and similar actions or occurrences  Any third party confidential information held by Carbon Revolution could be accessed by third parties from IT security breaches, attacks, ransomware, hacking and similar actions or occurrences, potentially exposing Carbon Revolution to liability.  Carbon Revolution may not be able to obtain, maintain, register, protect, or enforce its intellectual property rights and may be involved in disputes regarding intellectual property or contractual obligations.  Carbon Revolution may face the risk of being restricted in the use of intellectual property developed jointly with another party coupled with restrictive exclusive supply of goods arrangements if Carbon Revolution has been unable to reach an agreement in advance with the relevant party.  Carbon Revolution’s or a third party’s information technology systems or processes may fail, become materially inoperable or be subject to attack and Carbon Revolution may be unable to maintain production at sufficient output volumes with overriding manual instruction or by using manual records.  An attack, ransomware or the like on or to Carbon Revolution’s IT systems may expose any third party IT systems integrated or linked to Carbon Revolution’s IT systems depending on their level of vulnerability and this could expose Carbon Revolution to liability.  Carbon Revolution’s competitive position or market share may deteriorate including as a result of actions by it or its competitors.   The concentration of Carbon Revolution’s wheel programs and customers may adversely affect demand for Carbon Revolution’s wheels if its relationships with customers deteriorate.  Carbon Revolution’s OEM customer relationships may deteriorate due to financial stress from general business conditions and this transaction. If Carbon Revolution requests non-standard terms, proposes changes to terms already agreed, or requests advanced payment from OEM customers, this may cause such customers to designate Carbon Revolution a “distressed supplier,” which may have short and long term impact on continued business with the OEMs and their motivation to encourage competitors to Carbon Revolution.   Carbon Revolution’s estimates of the size of its addressable market and demand for its wheels may be incorrect.  Carbon Revolution may forego business as a result of not having the production capacity to meet customer demand, or not having the funds to expand production capacity to meet production demand. Carbon Revolution’s relationships with its customers may deteriorate as a result of not having the capacity to meet demand and in cases where Carbon Revolution has minimum capacity obligations to its customers, it may be liable to its customers in such circumstances.  The timing of Carbon Revolution’s recognition of revenue and any working capital financing requirements depend upon the terms of its agreements with its customers and may be adversely affected if Carbon Revolution is required to recognise revenue upon the delivery to its customers rather than on shipment (given normal delivery timelines can be up to or greater than several months), unless Carbon Revolution can negotiate more favourable terms (which may not be possible).  Carbon Revolution’s forecasts are based upon certain assumptions with respect to the determination of backlog and other metrics, including assumptions with respect to the timing and quantity of orders under awarded programs and recognition of revenue, which assumptions may not be realised.  Risk Factors (cont.)  37 

 Business Risks  Carbon Revolution may fail to meet forecasts.  Carbon Revolution may not be able to reduce supply chain costs or production costs as quickly as expected or to the same extent as expected, resulting in higher cost per wheel than expected.  Carbon Revolution is subject to fluctuations in financial markets and exchange rates.  Changes in regulations and policies may negatively impact Carbon Revolution.  The continued availability of financing (both debt and equity) to fund short-mid term operations and long-term expansion plans (on terms currently deemed favourable to Carbon Revolution and its shareholders) is subject to Carbon Revolution’s compliance with all relevant covenants of the funding agreements.  Carbon Revolution may need in the future to raise additional funds by equity, debt, or convertible debt financings, to support its growth, and those funds may be unavailable on acceptable terms, or at all. As a result, Carbon Revolution may be unable to meet its future capital needs, which may limit its ability to grow and jeopardize our ability to continue its business.  Working capital financing may not be available, or may cost more, to fund the expected growth in working capital requirements of Carbon Revolution’s business.  Non-compliance with applicable laws, regulations and OEM standards or the cost of compliance therewith may adversely affect Carbon Revolution.  Economic developments such as inflation or raising interest rates may adversely affect Carbon Revolution's operations and profitability.  Carbon Revolution has received R&D tax incentives and government grant funding that may be subject to clawback.  Research and development work may cost more than expected or take longer than expected or not deliver the expected results.  Carbon Revolution may be unable to obtain tax incentives, realise the benefit of accumulated tax losses, or government grant funding in the future.  Carbon Revolution may be unable to obtain sufficient short-term financing to pay its expenses incurred prior to the completion of the business combination.  Known and unknown legal proceedings, regulatory proceedings, investigations or claims against Carbon Revolution may be costly and time-consuming to defend and may harm its reputation and damage its business regardless of the outcome.  Risk Factors (cont.)  38 

 Transaction Risks  The business combination remains subject to conditions that each of the SPAC, Carbon Revolution and MergeCo cannot control and if such conditions are not satisfied or waived, the business combination may not be consummated.  A party may waive, or agree to waive, one or more of the conditions required to be satisfied by another party to consummate the business combination.  Termination of the BCA and the SID could negatively impact Carbon Revolution and SPAC.  The trading market for MergeCo shares may be illiquid relative to the average market for shares quoted on NASDAQ/NYSE following the business combination.  MergeCo may be unable to comply with the listing rules of NASDAQ/NYSE on an ongoing basis. The failure to maintain compliance with the NASDAQ/NYSE listing rules may result in the de-listing of MergeCo.  An active trading market for the SPAC’s Class A ordinary shares, may not be available on a consistent basis to provide shareholders with adequate liquidity. The price of the SPAC’s Class A ordinary shares may be extremely volatile, and shareholders could lose a significant part of their investment.  The SPAC’s Class A ordinary shares may fail to meet the continued listing standards of the [New York Stock Exchange (“NYSE”)], and additional shares may not be approved for listing on NYSE.  The share price of MergeCo shares may be volatile following the business combination and holders of MergeCo shares may incur losses.   Sales of a substantial volume of MergeCo shares, including by shareholders of Carbon Revolution, the vast majority of which will not be subject to trading restrictions immediately following the business combination, could cause a decline in the value of MergeCo shares after consummation of the business combination.  The business combination may trigger termination rights for counterparties to contracts or may otherwise negatively impact relationships with counterparties  Less information may be available for MergeCo shareholders following the consummation of the business combination, as MergeCo is expected to be classified as a foreign private issuer and will be exempt from several reporting obligations contained in the Exchange Act.  MergeCo may, at some point in the future, lose its foreign private issuer status. This would subject MergeCo to US GAAP reporting and other requirements, compliance with which may prove difficult or costly for MergeCo.  MergeCo unaudited pro forma condensed combined financial statements may not be an accurate indication of MergeCo’s financial position.  The fairness opinion provided by Craig-Hallum Capital Group LLC will not account for any new circumstances arising between the date of signing the BCA and SID and the consummation of the business combination.  The pendency of the transaction between signing of the BCA and SID and completion creates business uncertainties.  MergeCo is an ‘emerging growth company’ and the reduced reporting requirements applicable to these companies may make MergeCo shares less attractive to investors.  MergeCo may be unable to raise sufficient capital under the CEF at acceptable prices to fund its operations.  Risk Factors (cont.)  39 

 Transaction Risks  Shareholders of MergeCo may suffer dilution from sales of shares under the CEF.  The SID and BCA do not contain a minimum cash condition. Accordingly, the parties may complete the business combination despite a lack of liquidity following the payment of transaction expenses.  MergeCo may need additional capital in the future to meet its financial obligations, fund operations and to pursue its strategic objectives. Further capital may not be available on favourable terms, or at all and any raising of additional capital via equity may dilute the interests of shareholders.  As MergeCo will be subject to reporting requirements in the United States, this will require significant ongoing capital and time commitments.  MergeCo currently does not have any plans to pay a cash dividend, meaning you may not receive any return on your investment unless you sell your MergeCo shares for a price greater than you paid for SPAC Class A ordinary shares or Carbon Revolution shares, respectively.  SPAC and MergeCo may be targets of securities class action and derivative lawsuits which may cause substantial losses for investors and delay or prevent the consummation of the business combination.  MergeCo management has no experience running a public company listed in the United States.  SPAC is subject to a mandatory liquidation and subsequent dissolution requirement as it is a blank check company and has no operating history. SPAC may not be able to consummate the business combination by the 8 March 2023 deadline, and if SPAC cannot extend its business combination deadline, then it will be unable to continue as a going concern. Conditions to completion under the BCA and SID respectively will also be unable to satisfied.   Changes in taxation could adversely affect SPAC’s financial condition which may reduce the amount of money available in the Trust Account.  Future changes in US, Australian, Irish and foreign tax law could adversely affect MergeCo.  MergeCo will become a public reporting company through a non-underwritten process. Accordingly, MergeCo shareholders do not have the benefit of the due diligence process customarily performed by underwriters of an initial public offering and may face additional risks and uncertainties.  The COVID-19 pandemic may adversely affect the ability of Carbon Revolution and SPAC to complete the business combination, as well as the ongoing operations of MergeCo post-consummation of the transaction.  MergeCo’s internal control over financial reporting may not be effective and its independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on MergeCo’s business and reputation.  If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about MergeCo, its business, or its market, or if they make adverse changes to their recommendation with respect to MergeCo shares, then the price and trading volume of the MergeCo may decline.  If the benefits of the business combination do not meet the expectations of investors, shareholders or financial analysts, the market price of MergeCo’s shares may decline.  The pendency of the Transaction could adversely affect Carbon Revolution’s and SPAC’s businesses, results of operations and financial condition.  Completion of the Transaction is subject to receipt of approvals from regulatory and Governmental Authorities.  Risk Factors (cont.)  40 

 Transaction Risks  MergeCo may be unable to retain Carbon Revolution personnel successfully after the Transaction is completed.  Twin Ridge Capital Sponsor LLC (the “Sponsor”) and each of the SPAC’s officers and directors agreed to vote in favor of the business combination, regardless of how the SPAC’s other shareholders vote.  Since the Sponsor and the SPAC’s directors and executive officers have interests that are different or in addition to (and which may conflict with), the interests of the SPAC’s other shareholders, a conflict of interest may exist in determining whether the business combination with Carbon Revolution is appropriate as the SPAC’s business combination. Such interests include that the Sponsor and the SPAC’s directors and executive officers may lose their entire investment if the business combination is not completed, and that the Sponsor will benefit from the completion of the business combination and may be incentivized to complete the business combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate the SPAC.  Past performance by the SPAC, including its management team and affiliates, may not be indicative of future performance of an investment in the SPAC or the post-combination business.  SPAC and Carbon Revolution will incur significant costs and administrative burdens in connection with the Transaction, regardless of whether the Transaction is completed, and these transaction fees and costs may be greater than anticipated.  MergeCo will incur significant increased expenses and administrative burdens as a U.S. public company, which could have an adverse effect on its business, financial condition and results of operations.  Post-combination, if MergeCo fails to effectively manage its growth, business, or financial condition, its operational results could be adversely affected.  Accounting standards may change and adversely impact MergeCo or its reported results.  The SPAC’s merger with and into Poppettell Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of MergeCo, may give rise to a taxable event for U.S. Holders of the SPAC’s Class A ordinary shares and public warrants.   Post-combination, MergeCo may be or may become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders.  MergeCo is incorporated in Ireland; Irish law differs from the laws in effect in the United States and Australia and may afford less protection to shareholders.  The MergeCo ordinary shares to be received by Carbon Revolution and SPAC shareholders in connection with the combination will have different rights from the Carbon Revolution ordinary shares and the SPAC ordinary shares.  Certain transfers of MergeCo shares and MergeCo warrants may be subject to Irish stamp duty.  As an Irish public limited company, certain decisions to change the capital structure of MergeCo will require the approval of MergeCo shareholders, which may limit MergeCo’s flexibility with respect to managing its capital structure.  Any attempted takeover of MergeCo will be subject to the Irish Takeover Rules and will be under the jurisdiction of the Irish Takeover Panel.  Following consummation of the business combination, under the Irish Takeover Rules, a person, or persons acting in concert, who acquire(s), or consolidate(s), control of MergeCo may be required to make a mandatory cash offer for the remaining shares of the company.  Risk Factors (cont.)  41 

 Transaction Risks  MergeCo’s staggered board post-combination will limit shareholders’ ability to influence matters of corporate governance and may deter others from pursuing change of control transactions.   Provisions in the MergeCo Amended and Restated Memorandum and Articles of Association (including anti-takeover provisions) and under Irish law could make an acquisition of MergeCo more difficult, may limit attempts by MergeCo shareholders to replace or remove the MergeCo directors, may limit shareholders’ ability to obtain a favourable judicial forum for disputes with MergeCo or the MergeCo directors, officers, or employees, and may impact the market price of the MergeCo Shares and/or the MergeCo Warrants.  If the MergeCo Shares or MergeCo Warrants are not eligible for deposit and clearing within the facilities of The Depository Trust Company, then transactions in the MergeCo Shares or MergeCo Warrants may be disrupted.  Irish law requires MergeCo to have available “distributable profits” to pay dividends to shareholders and generally to make share repurchases and redemptions.  In certain limited circumstances, dividends paid by MergeCo may be subject to Irish dividend withholding tax.  After the combination, dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.  MergeCo Shares or MergeCo Warrants received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.  Redemption Risks  The ability of the SPAC’s shareholders to exercise redemption rights with respect to a large number of the SPAC’s outstanding Class A ordinary shares could increase the probability that the business combination would be unsuccessful.  If third parties bring claims against the SPAC, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share.  The independent directors of the SPAC may decide not to enforce the indemnification obligations of the Sponsor, meaning the funds available in the Trust Account may be reduced.   Risk Factors (cont.)  42 

 Appendix  43 

 Sprung vs. Unsprung Mass  44  Sprung mass, or sprung weight, is the portion of the vehicle’s total mass that is supported by the suspension  All components above the suspension, including the chassis, engine and even the occupants contribute to sprung mass  Unsprung Mass  Sprung Mass  Unsprung mass, or unsprung weight, is the portion of the vehicle’s mass that rests below the suspension  All components below the suspension, including the suspension system itself, wheels and brakes, contribute to unsprung mass  Description   Implication   Lower unsprung mass results in the suspension more capably keeping the tire in contact with the road  The decrease in force makes it easier for the spring and shock absorber to “push back” at the motion caused by the road disturbance, therefore keeping the tire in better contact with the pavement   Tires only deliver acceleration, braking and steering inputs to the vehicle when they are touching the road  This results in improved handling, acceleration and braking when unsprung mass is decreased  Similarly, since the force is lower with lower unsprung mass, the forces into the suspension are reduced, resulting in less fatigue damage when any bumps are encountered  This results in improved durability to the sprung mass (the car) as well as improved durability to the wheel   For Illustrative purposes only  Source: Management Estimates.