Exhibit 99.1
Execution Version
JOINDER TO THE REGISTRATION RIGHTS, COORDINATION AND PUT OPTION AGREEMENT
This Joinder to the Registration Rights, Coordination and Put Option Agreement (this “Joinder”) is made and entered into as of February 17, 2022, by each of the undersigned, being a member of RMG Sponsor II, LLC (each, a “Holder”, and collectively the “Holders”). Reference is made to that certain Registration Rights, Coordination and Put Option Agreement, dated as of August 23, 2021 (the “RRCPA”), by and among RMG Sponsor II, LLC, a Delaware limited liability company (“RMG Sponsor”); ReNew Energy Global plc, a public limited company incorporated in England and Wales with registered number 13220321, (the “Company”); ReNew Power Private Limited, a company with limited liability incorporated under the laws of India; GS Wyvern Holdings Limited, a company organized under the laws of Mauritius; Canada Pension Plan Investment Board, a Canadian crown corporation organized and validly existing under the Canada Pension Plan Investment Board Act, 1997, c.40; Platinum Hawk C 2019 RSC Limited, in its capacity as trustee of Platinum Cactus A 2019 Trust, a trust established under the laws of Abu Dhabi Global Market by deed of settlement dated 28 March 2019 between the Abu Dhabi Investment Authority and Platinum Hawk C 2019 RSC Limited; GEF SACEF India, a private company limited by shares incorporated under the laws of Mauritius; JERA Power RN B.V., a company organized under the laws of the Netherlands; Mr. Sumant Sinha; Cognisa Investment, a partnership firm established under the laws of India; and Wisemore Advisory Private Limited, a company incorporated under the provisions of the Companies Act of India, 2013. Pursuant to the RRCPA, RMG Sponsor agreed to be legally bound by certain lock-up provisions on the Transfer of its Lock-Up Securities, consisting of Class A ordinary shares of the Company, nominal value US$0.0001 per share. The Holder is sometimes referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the RRCPA.
WHEREAS, pursuant to Section 7.02(a) of the RRCPA, RMG Sponsor is permitted to transfer its Lock-Up Securities to its members upon its liquidation, provided, however, that any such transfer is conditioned upon entry by such transferee(s) into a written agreement agreeing to be bound by the restrictions set forth in the RRCPA.
WHEREAS, RMG Sponsor was dissolved and its assets were liquidated (the “RMG Sponsor Liquidation”) on February 17, 2022. Upon the occurrence of the RMG Sponsor Liquidation, RMG Sponsor distributed to the Holders certain Lock-Up Securities held by RMG Sponsor, pursuant to Section 4.2 of the amended and restated limited liability company operating agreement of RMG Sponsor, as amended, dated as of December 9, 2020 (the “LLC Agreement”), as set out in Exhibit A hereto.
WHEREAS, each Holder desires to become a party to the RRCPA (on the terms set forth herein) by executing a copy of this Joinder.
NOW, THEREFORE, in consideration of the premises set forth above, and intending to be legally bound hereby, each Holder hereby agrees as follows:
1. | Joinder. Each Holder hereby agrees to abide by the terms and conditions of the RRCPA to the extent that they apply to RMG Sponsor as though the Holder was a party thereto and agrees to perform all of the duties and obligations of RMG Sponsor thereunder, in each case to the extent the same applies to the Lock-Up Securities received by the Holder pursuant to the distribution from RMG Sponsor. |
2. | Full Force and Effect. Notwithstanding the terms of this Joinder, all of the terms, covenants, agreements, conditions and other provisions of the RRCPA shall remain in full force and effect in accordance with their respective terms. |
3. | Representations and Warranties. Each Holder hereby represents and warrants that it has full power and authority to enter into this Joinder and that this Joinder and the RRCPA constitutes the legal, valid and binding obligation of each such Holder, enforceable in accordance with its terms and the terms of the RRCPA. |
4. | RMG Sponsor Liquidation. At the applicable time of the RMG Sponsor Liquidation each Holder hereby represents and warrants that it had good and valid, legal and beneficial title to its interests in RMG Sponsor and as of the date of this Joinder, each Holder has good and valid, legal and beneficial title to the Lock-up Securities as specified against each Holder’s name in Exhibit A. |
5. | The Company hereby accepts each Holder as a party to the RRCPA as if each Holder were RMG Sponsor under the RRCPA, and agrees that it will treat each Holder as if it were RMG Sponsor under the RRCPA. |
6. | Notices. All notices, demands or other communications to each Holder shall be directed to the address set forth next to each Holder’s name on the signature page hereto |
7. | Governing Law. This Joinder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the applicable of laws of another jurisdiction. |
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Christina Alfandary |
By: | /s/ Christina Alfandary |
Address: | 6933 Golden Bear Loop West | |
Park City UT 84098 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Jeffrey Bornstein |
By: | /s/ Jeffrey Bornstein |
Address: | 121 High Ridge Ave | |
Ridgefield, Ct 06877 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Bourne Children’s Investment Trust |
By: | /s/ Mary E. W. Bourne |
Address: | 2100 Sherwood Ave. | |
Charlotte, NC 28207 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Mary E. W. Bourne |
By: | /s/ Mary E. W. Bourne |
Address: | 2100 Sherwood Ave. | |
Charlotte, NC 28207 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Raymond F. Bourne |
By: | /s/ Raymond F. Bourne |
Address: | 2100 Sherwood Ave. | |
Charlotte, NC 28207 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Craig W. Broderick |
By: | /s/ Craig W. Broderick |
Address: | 5 Perkins Rd | |
Greenwich CT | ||
06830 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Steven Buffone |
By: | /s/ Steven Buffone |
Address: | 550 S. Ocean Blvd., Apt. 407 | |
Boca Raton, FL 33432 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Jane Chwick |
By: | /s/ Jane Chwick |
Address: | 64 Westerleigh Rd, Purchase, NY 10577 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Randel A. Falco |
By: | /s/ Randel A. Falco |
Address: | 230 Guard Hill Rd | |
Bedford Corners, NY. 10549. |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Forst GST LLC |
By: | /s/ Edward C. Forst | |
Edward C. Forst |
Address: | 3455 N. Savannah Place | |
Vero Beach, Florida 32963 | ||
Email: | ed@forstfamily.com |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Edward C. Forst |
By: | /s/ Edward C. Forst |
Address: | 3455 N. Savannah Place | |
Vero Beach, Florida 32963 | ||
Email: | ed@forstfamily.com |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Steven J. Gilbert |
By: | /s/ Steven J. Gilbert |
Address: | 1209 Lake House D | |
No. Palm Beach | ||
FL 33408 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | W. Grant Gregory |
By: | /s/ W. Grant Gregory |
Address: | c/o W. Grant Gregory | |
120 Long Ridge Road | ||
Stamford, CT 06902 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | The Gregory 1997 Children’s Trust FBO Kristin J. Gregory |
By: | /s/ W. Grant Gregory | |
W. Grant Gregory |
Address: | c/o W. Grant Gregory | |
120 Long Ridge Road | ||
Stamford, CT 06902 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | The Gregory 1997 Children’s Trust FBO Morgan L. Gregory |
By: | /s/ W. Grant Gregory | |
W. Grant Gregory |
Address: | c/o W. Grant Gregory | |
120 Long Ridge Road | ||
Stamford, CT 06902 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | HG Ventures LLC |
By: | /s/ Jonathan R. Schalliol | |
Jonathan R. Schalliol |
Address: | 6320 Intech Way | |
Indianapolis, IN 46278 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Philip Kassin |
By: | /s/ Philip Kassin |
Address: | 5775 Collins Avenue Suite 403 | |
Miami Beach, FL 33140 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Robert S. Mancini |
By: | /s/ Robert S. Mancini |
Address: | 59 Madison Ave Madison, CT 06443 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | W. Thaddeus Miller |
By: | /s/ W. Thaddeus Miller |
Address: | 777 Preston St Apt 41M | |
Houston, TX 77002 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Catherine D. Rice 2002 Trust |
By: | /s/ Catherine Rice | |
Catherine Rice |
Address: | katy@katyrice.com |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Riverside Management Group LLC |
By: | /s/ Jim Carpenter | |
Jim Carpenter |
Address: | Riverside Management Group | |
55 Post Road West | ||
Westport, CT 06880 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Sean and Mark LLC |
By: | /s/ Craig Broderick |
Address: | 5 Perkins Rd | |
Greenwich CT | ||
06830 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Wesley Sima |
By: | /s/ Wesley Sima |
Address: | 1 South 1st Street, 22E | |
Brooklyn, NY 11249 | ||
wsima@rmginvestments.com |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Andrew Smith |
By: | /s/ Andrew Smith |
Address: | 89 Old Farm Road | |
Centerville, MA 02632 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | J. Eric Smith |
By: | /s/ J. Eric Smith |
Address: | 180 E Pearson | |
#3504 | ||
Chicago, IL 60611 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Trae Stephens |
By: | /s/ Trae Stephens |
Address: | 2980 California Street | |
San Francisco, CA 94115 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, Holder has accepted this Joinder as of the date hereto.
Holder: | ||
Name of Holder: | Eddy Zervigon |
By: | /s/ Eddy Zervigon |
Address: | 100 Bliss Road, Mendham, NJ 07945 |
[Signature Page to Joinder Agreement]
IN WITNESS WHEREOF, the Company has accepted this Joinder as of the date hereto.
RENEW ENERGY GLOBAL PLC | ||
/s/ Samir Rai | ||
By: | Samir Rai | |
Company Secretary |
[Signature Page to Joinder Agreement]
Exhibit A
Name of shareholder | Company Class A Ordinary Shares Owned | |||
Christina Alfandary | 30,000 | |||
Jeff Bornstein | 40,000 | |||
Bourne Childrens Investment Trust | 11,429 | |||
Mary E. Bourne | 22,857 | |||
Raymond F. Bourne | 45,714 | |||
Craig Broderick | 110,000 | |||
Steven Buffone | 130,000 | |||
Jane Chwick | 55,000 | |||
Randel A. Falco | 55,000 | |||
Forst GST, LLC | 99,750 | |||
Ed Forst | 110,250 | |||
Steven J. Gilbert | 30,000 | |||
W. Grant Gregory | 250,000 | |||
The Gregory 1997 Children’s Trust FBO Kristin J. Gregory | 125,000 | |||
The Gregory 1997 Children’s Trust FBO Morgan L. Gregory | 125,000 | |||
HG Ventures LLC | 200,000 | |||
Philip Kassin | 2,108,988 | |||
Robert S. Mancini | 2,108,987 | |||
Thad Miller | 272,800 | |||
Catherine D. Rice 2002 Trust | 160,000 | |||
Riverside Management Group LLC | 2,108,987 | |||
Sean and Mark LLC | 110,000 | |||
Wesley Sima | 135,000 | |||
Andrew Smith | 65,238 | |||
John Eric Smith | 40,000 | |||
Trae Stephens | 55,000 | |||
Eddy Zervigon | 20,000 |