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. |
