ClimateRock Holdings Ltd – Material Contracts Watch

from F-4/A 13 pages Binding Term Sheet

from F-4/A 2 pages January 8, 2026 via E-Mail **To** Greenrock Corp. Ogier Global (Cayman) Limited 89 Nexus Way - Camana Bay Grand Cayman K1 – 9009 Cayman Island **From** Leonardo Montesi via Benedetto Croce 19 00142 Roma Italy Tel. +39 391 7230843 E-Mail: L.******i@teprenewables.com Subject: Re: ClimateRock Holdings Limited - Registration Statement on Form F-4/a (File No. 333-276718) – Confirmation of Intent to Proceed With Tep Renewables (Italia) S.R.L. Acquisition on Substantially Similar Terms - The Term Sheet for the Tep Acquisition, Dated September 24, 2025 (The “September Term Sheet”), Has Expired; and - That as of the Date Hereof, No Definitive Binding Agreement for the Tep Acquisition Is in Effect Between the Shareholders of Gil (The “Sellers”), Greenrock and Climaterock; and - Greenrock and Climaterock Are Fully Aware of the Ongoing Financial Restructuring of Tep Initiated in December 2024

from F-4/A 9 pages Term Sheet

from F-4/A 6 pages Settlement and Release Agreement

from F-4/A 8 pages Term Sheet

from F-4/A 8 pages Term Sheet

from F-4/A 19 pages Share Purchase Agreement

from F-4/A 10 pages Certain Information Has Been Redacted From This Exhibit (A) Because It Is Both Not Material and Is the Type That the Registrant Treats as Private or Confidential or (B) in Accordance With Item 601(a)(6) of Regulation S-K Due to Personal Privacy Concerns. Information That Has Been So Redacted From This Exhibit Has Been Marked With “[***]” to Indicate the Omission. Amendment Agreement Between Mr Leonardo Montesi Mrs Ralouka Yabroudi Montesi and Greenrock Corp

from F-4/A 3 pages Certain Information Has Been Redacted From This Exhibit (A) Because It Is Both Not Material and Is the Type That the Registrant Treats as Private or Confidential or (B) in Accordance With Item 601(a)(6) of Regulation S-K Due to Personal Privacy Concerns. Information That Has Been So Redacted From This Exhibit Has Been Marked With “[***]” to Indicate the Omission

from F-4/A 2 pages Amendment No. 1 to Engagement Letter

from F-4/A 18 pages Greenrock Corp. Convertible Promissory Note

from F-4/A 7 pages 3rd Supplement to the Share Purchase Agreement Between Windsharefund I B.V., Windsharefund II B.V., Windsharefund III B.V., Windsharefund N.V. and Accretion Energies Ltd. Concerning All Shares In

from F-4/A 8 pages New York ● Chicago ● San Diego ● Aliso Viejo ● Austin ● Minneapolis ● Taipei ● São Paulo WWW.MZGROUP.US Spac Investor Relations Consulting Agreement

from F-4/A 6 pages Second Supplement to the Share Purchase Agreement as of 18 August 2023

from F-4/A 19 pages Share Purchase Agreement Between Gluon Capital Limited and Greenrock Corp Simmons & Simmons Llp Citypoint, 1 Ropemaker Street London Ec2y 9ss United Kingdom T: +44 20 7628 2020 F: +44 20 7628 2070

from F-4/A 6 pages Share Purchase Agreement

from F-4 2 pages Second Contract Addendum

from F-4 4 pages Contract Addendum

from F-4 42 pages I Commercial Terms

from 425 13 pages Registration Rights Agreement