Exhibit 10.4


 


COMPANY SHAREHOLDER
LOCK-UP AGREEMENT


  


This
COMPANY SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 16,
2021, Gogoro Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”),
Poema Global Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”),
and the Persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company
Shareholders”).


 


WHEREAS,
capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Agreement and Plan
of Merger (the “Merger Agreement”) entered into by and among the Company, Starship Merger Sub I Limited, an exempted
company incorporated with limited liability under the Laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger
Sub”), Starship Merger Sub II Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands
and a wholly-owned subsidiary of the Company (“Merger Sub II”), and SPAC, pursuant to which, among other things, (i) Merger
Sub will merge with and into SPAC (the “First Merger”), with SPAC surviving the First Merger as a wholly owned subsidiary
of the Company, and (ii) SPAC will merge with and into Merger Sub II (the “Second Merger” and together with the
First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of the Company.


 


WHEREAS,
each Company Shareholder is, as of the date of this Agreement, the beneficial and sole legal owner of the number of Pre-Subdivision Shares
or Company Series C Preferred Shares (as applicable), set forth opposite such Company Shareholder’s name on Schedule A
hereto (with respect to a Company Shareholder, such Company Shareholder’s “Owned Shares”).


 


WHEREAS,
as a condition to their willingness to enter into the Merger Agreement, the Company and SPAC have requested that each of the Company
Shareholders enter into this Agreement.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth
below, and intending to be legally bound hereby, the parties hereto agree as follows:


 


Article I

Representations and Warranties of the Company Shareholders


 


Each Company Shareholder
severally and not jointly hereby represents and warrants to the Company and SPAC as follows:


 


1.1            Corporate
Organization. Such Company Shareholder has been duly organized, is validly existing and is in good standing under the Laws of its
jurisdiction of organization and has the requisite corporate power and authority to own, lease or operate its assets and properties and
to conduct its business as it is now being conducted. Such Company Shareholder if not an individual is duly licensed or qualified and
in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or
the character of its


activities is such
as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the
aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such Company Shareholder to consummate
the transactions contemplated hereby. If such Company Shareholder is an individual, such Company Shareholder has full legal capacity,
right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder.


 






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1.2            Due
Authorization. Such Company Shareholder has all requisite corporate power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and
no other corporate or equivalent proceeding on the part of such Company Shareholder is necessary to authorize this Agreement or such
Company Shareholder’s performance hereunder. This Agreement has been duly and validly executed and delivered by such Company Shareholder
and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a legal, valid and binding obligation
of such Company Shareholder, enforceable against such Company Shareholder in accordance with its terms, subject to the Enforceability
Exceptions. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full
power and authority to enter this Agreement on behalf of such Company Shareholder.


 


1.3            Governmental
Authorities; Consents. Assuming the truth and completeness of the representations and warranties of other parties hereto contained
in this Agreement, no consent of or with any Governmental Authority on the part of such Company Shareholder is required to be obtained
or made in connection with the execution, delivery or performance by such Company Shareholder of this Agreement or the consummation by
such Company Shareholder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities
Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder and (b) where
the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or, in any material respect,
delay or adversely affect the performance by such Company Shareholder of its obligations under this Agreement.


 


1.4            No-Conflict.
The execution, delivery and performance by such Company Shareholder of this Agreement do not and will not (a) if such Company
Shareholder is not an individual, contravene or conflict with or violate any provision of, or result in the breach of the
Organizational Documents of such Company Shareholder, (b) contravene or conflict with or result in a violation of any provision
of any Law, Permit or Governmental Order binding upon or applicable to such Company Shareholder or any of its properties or assets,
(c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default
under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or
amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which such
Company Shareholder is a party, or (d) result in the creation or imposition of any Lien upon any of the properties or assets of
such Company Shareholder, except in the case of each of clauses (b) through (d) that would not prevent, impede or, in any
material respect, delay or adversely affect the performance by such Company Shareholder of its obligations under this
Agreement.


 






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1.5            Owned
Shares. As of the date hereof, such Company Shareholder is the beneficial and sole legal owner of its Owned Shares, and all such
Owned Shares are owned by such Company Shareholder free and clear of all liens or encumbrances, other than liens or encumbrances pursuant
to this Agreement, the other Transaction Agreements, the Organizational Documents of the Company, the agreements set forth on Schedule
B (the “Investment Agreements”), any applicable securities Laws or that would not, individually or in the aggregate,
reasonably be expected to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement
or the consummation of the Transactions. Such Company Shareholder does not legally own any Equity Securities of the Company other than
the Owned Shares. Such Company Shareholder has the sole right to vote the Owned Shares, and none of the Owned Shares is subject to any
voting trust or other agreement, arrangement or restriction with respect to the voting of the Owned Shares, except as contemplated by
(i) this Agreement, (ii) other Transaction Agreements, (iii) the Organizational Documents of the Company, (iv) the
Investment Agreements, (v) any applicable securities Laws, or (vi) that would not, individually or in the aggregate, reasonably
be expected to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement or the
consummation of the Transactions.


  


1.6            Acknowledgment.
Such Company Shareholder understands and acknowledges that the Company and SPAC are entering into the Merger Agreement in reliance upon
such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder has received a copy of the Merger
Agreement and is familiar with the provisions of the Merger Agreement.


 


1.7            Absence
of Litigation. With respect to such Company Shareholder, as of the date hereof, there is no action, suit, investigation or proceeding
pending against, or, to the knowledge of such Company Shareholder, threatened against, such Company Shareholder or any of such Company
Shareholder’s properties or assets (including such Company Shareholder’s Owned Shares) that could reasonably be expected
to prevent, materially delay or materially impair the ability of such Company Shareholder to perform its obligations hereunder or to
consummate the transactions contemplated hereby.


 


1.8            Additional
Representations and Warranties of Individual Company Shareholder. Each Company Shareholder who is an individual severally and not
jointly hereby represents and warrants to the Company and SPAC that


 


(a)            such
Company Shareholder is not a minor, and is of full age and sound mind.


 


(b)            such
Company Shareholder (i) has such knowledge and experience in financial and business matters that he or she is capable of
evaluating the risks of the transactions contemplated by this Agreement and other Transaction Agreements; and (ii) has been
given a copy of the Transaction Agreements, is knowledgeable regarding the structure of the Transactions, including the basis and
purpose of each of the Transaction Agreements to which he or she is a party and the transactions contemplated thereby and the roles
of each of the respective parties thereto, and based on such information as the Company deems appropriate, made its own analysis and
decision to enter this Agreement.


 






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Article II

Representations and Warranties of SPAC


  


SPAC hereby represents
and warrants to each Company Shareholder and the Company as follows:


 


2.1            Corporate
Organization. SPAC is an exempted company duly incorporated, is validly existing and is in good standing under the Laws of the Cayman
Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business
as it is now being conducted. SPAC is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign
entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be
so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably
be expected to prevent or materially delay or materially impair the ability of SPAC to consummate the transactions contemplated hereby.


 


2.2            Due
Authorization. SPAC has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of SPAC and no other
corporate or equivalent proceeding on the part of SPAC is necessary to authorize this Agreement or SPAC’s performance hereunder
(except that the SPAC Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly
executed and delivered by SPAC and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a
legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to the Enforceability Exceptions.


 


2.3            No-Conflict.
Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.05 of the
Merger Agreement and obtaining the SPAC Shareholder Approval, the execution, delivery and performance by SPAC of this Agreement and
the consummation of the transactions by SPAC contemplated hereby do not and will not (a) contravene or conflict with or violate
any provision of, or result in the breach of the SPAC Organizational Documents, (b) contravene or conflict with or result in a
violation of any provision of any Law, Permit or Governmental Order binding upon or applicable to SPAC or any of its properties or
assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a
default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration
or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which SPAC
is a party, or (d) result in the creation or imposition of any Lien upon any of the properties or assets of SPAC (including the
Trust Account), except in the case of each of clauses (b) through (d) that would not prevent, impede or, in any material
respect, delay or adversely affect the performance by SPAC of its obligations under this Agreement.


 






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Article III

Representations and Warranties of the Company


  


The Company hereby
represents and warrants to each Company Shareholder and SPAC as follows:


 


3.1            Corporate
Organization. The Company is an exempted company duly incorporated, is validly existing and is in good standing under the Laws of
the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct
its business as it is now being conducted. The Company is duly licensed or qualified and in good standing (where such concept is applicable)
as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require
it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


3.2            Due
Authorization. The Company has the requisite corporate power and authority to execute and deliver this Agreement, (subject to the
consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05 of the Merger Agreement)
to perform all obligations to be performed by it hereunder and to consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company
Board and other than the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05
of the Merger Agreement, no other corporate proceeding on the part of the Company is necessary to authorize this Agreement or the Company’s
performance hereunder (except that the Company Shareholder Approval is a condition to the consummation of the Mergers). This Agreement
has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by
each other party hereto, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to the Enforceability Exceptions.


 


3.3            No-Conflict.
Subject to the receipt of the consents, approvals, authorizations, and other requirements set forth in Section 4.05 of the
Merger Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of
the transactions contemplated hereby do not and will not, (a) contravene or conflict with, or trigger shareholder rights that
have not been duly waived under, the Organizational Documents of the Company or any of its Subsidiaries, (b) contravene or
conflict with or constitute a violation of any provision of any Law, Permit or Governmental Order binding upon or applicable to the
Company or any of its Subsidiaries or any of their respective assets or properties, (c) violate, conflict with, result in a
breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or
acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance
required by, any of the terms, conditions or provisions of any Specified Contract or (d) result in the creation or imposition
of any Lien on any asset, property or Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens),
except in the case of clauses (b) through (d) above as would not reasonably be expected to have, individually or, in the
aggregate, a Material Adverse Effect.


 






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Article IV

Lock-up of Company Shareholders


 


4.1            Lock-Up
Provisions.


 


(a)            Subject
to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to,
without the prior written consent of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder;
provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter
set forth in this Article IV in connection with the Closing on terms and conditions that are less restrictive than those
agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver or amendment),
then the less restrictive terms and conditions shall apply to each Company Shareholder. The foregoing limitations shall remain in full
force and effect for a period of (i) for each Company Shareholder who is not a member of the Management, (x) with respect to
50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share)
held by such Company Shareholder, six (6) months from and after the Closing Date, and (y) with respect to 50% of the Company
Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such
Company Shareholder, twelve (12) months from and after the Closing Date, and (ii) for each Company Shareholder who is a member of
the Management, with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held
by such Company Shareholder, twelve (12) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) and
(ii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate
holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities
constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be
measured on an as-exercised or as-converted basis, as applicable.


 


(b)            The
restrictions set forth in Section 4.1(a) (the “Lock-Up Restrictions”) shall not apply to:


 


(i)            in
the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate
family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity
or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates;


  


(ii)            in
the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of
which is a member of the individual’s immediate family, an affiliate of such Person or to a charitable organization;


 


(iii)            in
the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual;


 






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(iv)          in
the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order,
divorce decree or separation agreement;


  


(v)           in
the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the
immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;


 


(vi)          in
the case of an entity that is a trust or a trustee of a trust, to a trustor or beneficiary of the trust, to the designated nominee of
a beneficiary of such trust or to the estate of a beneficiary of such trust;


 


(vii)         in
the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational
documents upon dissolution of the entity;


 


(viii)        pledges
of any Locked-Up Shares to a financial institution that create a mere security interest in such Locked-Up Shares pursuant to a bona fide
loan or indebtedness transaction so long as the relevant Company Shareholder continues to control the exercise of the voting rights of
such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares;


 


(ix)          Transfers
of any Company Ordinary Shares acquired as part of the PIPE Financing;


 


(x)           transactions
relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired
in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced
(whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable
Lock-Up Period;


 


(xi)          the
exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent
the instruments representing such options or warrants permit exercises on a cashless basis);


 


(xii)         Transfers
to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements;


   


(xiii)        Transfers
to the Company pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Company or forfeiture
of the relevant Company Shareholder’s Company Ordinary Shares or other securities convertible into or exercisable or exchangeable
for Company Ordinary Shares in connection with the termination of such Company Shareholder’s service to the Company;


 


(xiv)        the
establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”);
provided, however, that no sales of Locked-Up Shares, shall be made by the relevant Company Shareholder pursuant to such
Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during
the applicable Lock-Up Period;


 






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(xv)         Transfers
made after the date on which the closing price of the Company Ordinary Shares equals or exceeds $17.50 per share (as adjusted for share
subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days within any consecutive
thirty (30) Trading Day period after the Closing Date;


 


(xvi)         Transfers
made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing
Date; and


 


(xvii)       Transfers
of Company Ordinary Shares to the Company in connection with the repurchase of the undersigned’s shares in connection with the
termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company;


 


(xviii)      transactions
to satisfy any U.S. federal, state, or local income tax obligations of Sponsor (or its direct or indirect owners) arising from a change
in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a change in or promulgation of new U.S. Treasury
Regulations, or promulgation of any judicial or administrative guidance, in each case, after the date on which the Merger Agreement was
executed by the parties, and such change or promulgation prevents the Mergers from qualifying as a “reorganization” pursuant
to Section 368 of the Code, in each case, solely to the extent necessary to cover any tax liability as a result of the transaction.


 


provided,
however, that in the case of clauses [(i) through (viii)] / [(i) through (v), (vii) 
and (viii)], these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to
be bound by the Lock-Up Restrictions and shall have the same rights and benefits under this Agreement.


  


(c)            For
the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period,
including the right to vote any Locked-Up Shares or receive any dividends or distributions thereon.


 


(d)            In
furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up Shares,
are hereby authorized to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up
Restrictions.


 


(e)            The
Company shall remove, and shall cause to be removed (including by causing its transfer agent to remove), any legends, marks, stop-transfer
instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up
Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”),
and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated
under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in
a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 4.1(e) and entitled
to enforce specifically the obligations of the Company set forth in this Section 4.1(e) directly against the Company.


 






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4.3            Certain
Definitions. For purposes of this Article IV,


 


(a)            “affiliate”
shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended;


 


(b)            “immediate
family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother,
brother or sister of an individual;


 


(c)            “Locked-Up
Shares” shall mean, with respect to each Company Shareholder, (i) any Company Ordinary Shares held by such Company Shareholder
immediately after the First Effective Time, (ii) any Company Ordinary Shares issuable upon the exercise of options or warrants to
purchase Company Ordinary Shares held by such Company Shareholder immediately after the First Effective Time (along with such options
or warrants themselves), (iii) any Company Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities
convertible into or exercisable or exchangeable for Company Ordinary Shares held by such Company Shareholder immediately after the First
Effective Time (along with such securities themselves) and (iv) any Earn-Out Shares to the extent issued pursuant to the Merger
Agreement;


 


(d)            “Management”
shall mean Hok-Sum Horace Luke, Bruce Aitken, Ming-I Peng, Kirk James, Yi-Min, Liao and Jiing-Luen, Pan;


 


(e)            “Transfer”
shall mean, with respect to any securities, any (i) sale of, offer to sell, contract or agreement to sell, hypothecation of,
pledge of, grant of any option, right or warrant to purchase or other transfer or disposition of, or agreement to transfer or
dispose of, directly or indirectly, or establishment or increase of a put equivalent position in respect of, or liquidation or
decrease of a call equivalent position in respect of, within the meaning of Section 16 of the Exchange Act, and the
rules and regulations of the SEC promulgated thereunder, any such securities, (ii) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any such securities,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public
announcement of any intention to effect any transaction specified in clause (i) or (ii).


 






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Article V

Certain Other Covenants of Company Shareholders


  


5.1            Additional
Matters. Each Company Shareholder shall, from time to time, (i) execute and deliver, or cause to be executed and delivered,
such additional or further consents, documents and other instruments as the Company or SPAC may reasonably request for the purpose of
effectively consummating the transactions contemplated by this Agreement, the Merger Agreement and the other Transaction Agreements and
(ii) refrain from exercising any veto right, consent right or similar right (whether under the Organizational Documents of the Company
or the Cayman Companies Act) which would prevent, impede or, in any material respect, delay or adversely affect the consummation of the
Mergers or any other Transaction.


 


5.2           Waiver
of Certain Company Shareholders’ Rights. To the extent applicable to a Company Shareholder, such Company Shareholder hereby
irrevocably waives and agrees not to exercise any rights he, she or it may have under the Amended and Restated Memorandum and Articles
of Association of the Company adopted by a special resolutions of shareholders of the Company dated July 29, 2020 in connection
with the Mergers and other transactions contemplated by the Merger Agreement and the other Transaction Agreements.


 


5.3           Exclusivity
and Confidentiality. Each Company Shareholder shall be bound by and comply with Sections 8.03(a) (Exclusivity) and 8.05(b) (Confidentiality;
Publicity) of the Merger Agreement (and any relevant definitions contained in any such sections) as if (a) such Company Shareholder
was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Company”
contained in Section 8.03(a) of the Merger Agreement (other than Section 8.03(a)(i) or for purposes of the definition
of Alternative Transaction Proposal) and “Affiliates” contained in Section 8.05(b) of the Merger Agreement also
referred to such Company Shareholder.


 


5.4           Consent
to Disclosure. Each Company Shareholder consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in
all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release
or other disclosure document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection
with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity
and shareholding in the Company, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations
under this Agreement, and each Company Shareholder acknowledges that the Company or SPAC may, in their sole discretion, file this Agreement
or a form hereof with the SEC or any other Governmental Entity or securities exchange to promptly give the Company or SPAC, as applicable,
any information that is in its possession that the Company or SPAC, as applicable, may reasonably request for the preparation of any
such disclosure documents, and each Company Shareholder agrees to promptly notify the Company and SPAC of any required corrections with
respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such
Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.


 






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Article VI

General Provisions


 


6.1           Termination.
This Agreement shall be effective from the date hereof and shall terminate automatically and become void and of no further force or effect,
without any notice or other action by any Person, upon the earliest of (a) as to a Company Shareholder, the mutual written consent
of the Company, SPAC and such Company Shareholder, (b) termination of the Merger Agreement in accordance with its terms and (c) the
date on which none of the Company, SPAC or any holder of a Locked-Up Share has any rights or obligations hereunder; provided that,
in the event that the Merger Agreement is not terminated pursuant to its terms prior to the Closing, Article I, Article II
and Article III shall terminate upon the Closing but Article V (for Section 5.3, solely with
respect to 8.05(b) (Confidentiality; Publicity) of the Merger Agreement) shall survive indefinitely. The termination of this
Agreement shall not relieve any party from any liability arising in respect of any willful and material breach of this Agreement prior
to such termination. Upon the termination of this Agreement (or any portion thereof), this Article VI shall survive indefinitely.


 


6.2           Capacity
as a Company Shareholder. Each Company Shareholder signs this Agreement solely in such Company Shareholder’s capacity as a
shareholder of the Company, and not in such Company Shareholder’s capacity as a director or officer of the Company, if applicable.


 


6.3           Notice.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered
in person, (ii) when delivered after posting in the mail in the United States mail having been sent registered or certified mail
receipt requested, postage pre-paid, (iii) when delivered by FedEx or other nationally recognized overnight courier or delivery
service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day) to the Company
and SPAC in accordance with Section 11.02 of the Merger Agreement and to each Company Shareholder at its address set forth set forth
on Schedule A hereto (or at such other address for a party as shall be specified by like notice).


 


6.4           Entire
Agreement; Amendment. This Agreement (together with the Schedules and Exhibits to this Agreement) constitutes the entire agreement
and understanding between the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes
any other agreements and understandings, whether written or oral, that may have been made or entered into by or between the parties hereto
relating to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or
waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto.


 


6.5           Assignment.
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except
that, for the avoidance of doubt, in connection with a Transfer of any Locked-Up Shares in accordance with the terms of this Agreement,
transferee to whom such Locked-Up Shares are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations
under this Agreement; provided, that no such assignment shall relieve the assigning party of its obligations hereunder. Subject
to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any attempted assignment in violation of the terms of this Section 6.5 shall be null and void, ab
initio. For the avoidance of doubt, no Transfer of Company Ordinary Shares, Locked-Up Shares or Free Shares shall be (or be deemed
to be) an assignment of this Agreement or the rights or obligations hereunder.


 






    11 


     


    

 


6.6       Governing
Law. This Agreement shall be governed by, and construed in accordance with, the internal substantive Laws of the State of Delaware
applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of
conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.
Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation,
performance, breach, or termination, or any dispute regarding non-contractual obligations arising out of or relating to this Agreement,
shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”)
under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall
be Hong Kong. There shall be three arbitrators. The arbitration proceedings shall be conducted in English. The law of this arbitration
clause shall be Hong Kong law. For the avoidance of doubt, a request by a party hereto to a court of competent jurisdiction for interim
measures necessary to preserve such party’s rights, including pre-arbitration attachments, injunctions, or other equitable relief,
shall not be deemed incompatible with, or a waiver of, the agreement to arbitrate in this Section 6.6.


 


6.7      Enforcement.
Each of the parties hereto agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy,
would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing
to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise
breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance,
or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without
proof of damages, prior to the valid termination of this Agreement in accordance with Section 6.1, this being in addition
to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement


is an integral part of the transactions contemplated
by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will
not allege, and each party hereby waives the defense, that the other parties have an adequate remedy at Law or that an award of specific
performance is not an appropriate remedy for any reason at Law or equity. The parties acknowledge and agree that any party seeking an
injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance
with this Section 6.7 shall not be required to provide any bond or other security in connection with any such injunction.


 


6.8       Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of
which shall constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to
counsel for the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.


 


[Signature pages follow]


 






    12 


     


    

 


IN WITNESS WHEREOF, the parties
hereto have hereunto caused this Agreement to be duly executed as of the date hereof.


 


	 	GOGORO INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to Company Shareholder Lock-Up Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have hereunto caused this Agreement to be duly executed as of the date hereof.


 


	 	POEMA GLOBAL HOLDINGS CORP.
	 	 
	 	By:	 
	 	Name: Joaquin Rodriguez Torres
	 	Title: Co-Chairman
	 	 
	 	By:	 
	 	Name: Homer Sun
	 	Title: CEO




 


[Signature Page to Company
Shareholder Lock-Up Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have hereunto caused this Agreement to be duly executed as of the date hereof.


 


	 	[COMPANY SHAREHOLDER]
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to Company Shareholder
Lock-Up Agreement]


 






     


     


    

 


Schedule A




 






    Schedule A 


     


    

 


Schedule B


 


		1.	Shareholders
                                            Agreement between the Company, Samuel Yin, Cher Wang, and Horace Luke dated May 3, 2013.



 


		2.	The
                                            following agreements:



 


		a)	Investor’s
                                            Rights Agreement between the Company Samuel Yin, Cher Wang, Horace Luke, and Carnival Holdings
                                            Limited dated October 1, 2015



 


		b)	Investor’s
                                            Rights Agreement between the Company and Far Eastern International Bank in its capacity as
                                            Master Custodian of Fuh Hwa Smart Energy Fund date April 18, 2017



 


		c)	Investor’s
                                            Rights Agreement between the Company and Chang Chun Investment Co., Ltd. dated March 28,
                                            2017



 


		d)	Investor’s
                                            Rights Agreement between the Company and Huei Hong Investment Co., Ltd. dated March 28,
                                            2017



 


		e)	Investor’s
                                            Rights Agreement between the Company and Ying Jia Investment Co. Ltd., dated March 28,
                                            2017



 


		f)	Investor’s
                                            Rights Agreement between the Company and Anderson Investments PTE. Ltd., dated March 28,
                                            2017



 


		g)	Investor’s
                                            Rights Agreement between the Company and Ellpis Investments Limited dated March 28,
                                            2017



 


		h)	Investor’s
                                            Rights Agreement between the Company and Rainbow Star Group Limited dated March 28,
                                            2017



 


		i)	Investor’s
                                            Rights Agreement between the Company and Tuscany Capital Holding Ltd. dated April 18,
                                            2017



 


		j)	Investor’s
                                            Rights Agreement between the Company and Engie New Ventures S.A., dated May 17, 2017



 


		k)	Investor’s
                                            Rights Agreement between the Company and Soaring Elite Limited dated May 23, 2017



 


		l)	Investor’s
                                            Rights Agreement between the Company and Generation IM Climate Solutions Fund II, L.P., dated
                                            June 6, 2017



 


		m)	Investor’s
                                            Rights Agreement between the Company and Acbel Polytech Inc., dated May 23, 2017



 


		n)	Investor’s
                                            Rights Agreement between the Company and Sheng Cheng Investment Co., Ltd., dated March 28,
                                            2017



 









    Schedule B