DEPOSIT AGREEMENT by and among ABENGOA S.A. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of , 2013Deposit Agreement • October 4th, 2013 • Abengoa Sa • Services-engineering services • New York
Abengoa, S.A. Class B Shares in the form of Shares or American Depositary Shares Underwriting AgreementAbengoa Sa • October 16th, 2013 • Services-engineering services • New York
Abengoa, S.A., a corporation organized under the laws of the Kingdom of Spain (“Spain”) (the “Company”), proposes to issue and sell to the several Underwriters, for whom you (the “Representatives”) are acting as representatives, [·] Class B shares, €0.01 par value each (such class of shares, the “Class B Shares”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Shares”). The Company also proposes to sell up to [·] additional Class B Shares to the Underwriters to cover over-allotments, if any (the “Option Shares” and together with the Underwritten Shares, the “Offered Shares”), in accordance with Section 2 hereof.
Abengoa, S.A. Class B Shares in the form of Shares or American Depositary Shares Underwriting AgreementDeposit Agreement • September 5th, 2013 • Abengoa Sa • Services-engineering services • New York
The Representatives have also advised the Company that the Underwriters may elect to cause the Company to deposit on their behalf all or any portion of the Offered Shares to be purchased by them hereunder pursuant to the Deposit Agreement, dated as of [·], 2013 (the “Deposit Agreement”), to be entered into among the Company, Citibank, N.A., as depositary (the “Depositary”) and all holders from time to time of the ADSs (as hereinafter defined). Upon deposit of any Class B Shares, the Depositary will issue American Depositary Shares (the “ADSs”) representing the Class B Shares so deposited. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”). Each ADS will represent [·] Class B Shares and each ADR may represent any number of ADSs. Unless the context otherwise requires, the terms “Underwritten Shares,” “Option Shares” and “Offered Shares,” shall be deemed to refer, respectively, to Underwritten Shares, Option Shares and Offered Shares as well as, in each case, to any A
Agreement on the Planned Acquisition of Abengoa, S.A. Shares by Company ExecutivesAbengoa Sa • October 4th, 2013 • Services-engineering services
The Beneficiary and the Company will be hereafter referred to individually as a Party and together as the Parties of this Agreement.
Dated May 14, 2015 REGISTRATION RIGHTS AGREEMENT between ABENGOA YIELD PLC and THE PURCHASER NAMED HEREINRegistration Rights Agreement • June 24th, 2015 • Abengoa, S.A. • Services-engineering services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 14, 2015 (this “Agreement”) by and among Abengoa Yield plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and the Purchaser set forth on Schedule A attached hereto (the “Purchaser”).
Dated March 28, 2017 REGISTRATION RIGHTS AGREEMENT by and among ACIL LUXCO 1 S.A. ABENGOA S.A. ATLANTICA YIELD PLC and GLAS TRUST CORPORATION LIMITED as SECURITY AGENT on behalf of THE CREDITORSRegistration Rights Agreement • April 7th, 2017 • Abengoa, S.A. • Services-engineering services • New York
WHEREAS, this Agreement is made in connection with the NM1/3 Common Terms Agreement, expected to be dated on or about the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Common Terms Agreement”), entered into by, among others, ACIL Luxco1, ACIL Luxco2 (as defined herein) and ACIL (as defined herein) as obligors, ABG Orphan Holdco S.à r.l. as borrower, the Security Agent and the lenders and noteholders and note trustee named therein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2008 • Abengoa Sa • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2008, by and among Telvent GIT, S.A., a sociedad anonima organized under the laws of the Kingdom of Spain, with headquarters located at Valgrande, 6, 28108 Alcobendas, Madrid, Spain (the “Company”), and Telvent Corporation, S.L., organized under the laws of the Kingdom of Spain (the “Purchaser”).
1 November 2017, as amended and restated effective 19 November 2018 ACIL LUXCO 1, S.A. ALGONQUIN POWER & UTILITIES CORP. and ABENGOA, S.A.Option Agreement • November 21st, 2018 • Abengoa, S.A. • Services-engineering services
DEED OF AMENDMENT NO. 3 TO SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • March 9th, 2018 • Abengoa, S.A. • Services-engineering services
JOINT FILING AGREEMENTJoint Filing Agreement • November 6th, 2008 • Abengoa Sa • Services-business services, nec
WHEREAS, this will confirm the agreement by and between the undersigned (collectively, the “Reporting Persons”) that Schedule 13D filed on or about this date, and any further amendments thereto, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1); and
AGREEMENT RELATING TO CERTAIN RESOLUTIONS TO BE SUBMITTED TO THE GENERAL SHAREHOLDERS’ MEETING OF ABENGOA, S.A. between INVERSIÓN CORPORATIVA, I.C., S.A. and ABENGOA, S.A.Agreement • May 8th, 2013 • Abengoa Sa • Services-engineering services
INVERSIÓN CORPORATIVA I.C., S.A., whose address is calle General Martínez Campos, nº 53, Madrid, registered in the Commercial Registry no.1 of Madrid, volume 155 general, 145 of 3rd section of the Companies’ Book, page 53, sheet no. 61831-1, with Tax Identity Code (CIF) no. A-41105511, represented by Mr. Felipe Benjumea Llorente, of full age, of Spanish nationality, with the same professional address, in his capacity as Chief Executive Officer of said entity (hereinafter, “Inversión Corporativa” or the “Shareholder”).
DEED OF AMENDMENT NO. 2 TO SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • March 9th, 2018 • Abengoa, S.A. • Services-engineering services
Dated 5 March, 2015 ABENGOA, S.A. CITIBANK N.A., LONDON BRANCH and OTHERSFiscal Agency Agreement • June 24th, 2015 • Abengoa, S.A. • Services-engineering services
legend (as defined below) (each, a “Regulation S Note Certificate”) in the limited circumstances specified in the Regulation S Global Note.
DEED OF AMENDMENT NO. 1 TO SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • March 9th, 2018 • Abengoa, S.A. • Services-engineering services
AGREEMENT RELATING TO CERTAIN RESOLUTIONS TO BE SUBMITTED TO THE GENERAL SHAREHOLDERS’ MEETING OF ABENGOA, S.A. between INVERSIÓN CORPORATIVA, I.C., S.A. and ABENGOA, S.A.Agreement • October 4th, 2013 • Abengoa Sa • Services-engineering services
INVERSIÓN CORPORATIVA I.C., S.A., whose address is calle General Martínez Campos, nº 53, Madrid, registered in the Commercial Registry no.1 of Madrid, volume 155 general, 145 of 3rd section of the Companies’ Book, page 53, sheet no. 61831-1, with Tax Identity Code (CIF) no. A-41105511, represented by Mr. Felipe Benjumea Llorente, of full age, of Spanish nationality, with the same professional address, in his capacity as Chief Executive Officer of said entity (hereinafter, “Inversión Corporativa” or the “Shareholder”).
REGISTRATION RIGHTS AGREEMENT by and between Abengoa, S.A. and FR Alfajor Holdings S.à.r.l. Dated as of November 4, 2011Registration Rights Agreement • October 4th, 2013 • Abengoa Sa • Services-engineering services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of November 3, 2011 by and between Abengoa, S.A., a sociedad anónima established under the laws of the Kingdom of Spain (the “Company”) duly represented by its officer acting pursuant to a power of attorney, and FR Alfajor Holdings S.à.r.l., duly represented by its officer acting pursuant to a power of attorney (the “Investor”).
Memorandum of Understanding Dated December 9, 2014 by and between Abengoa, S.A. and Abengoa Yield plcAbengoa, S.A. • June 24th, 2015 • Services-engineering services
PURCHASE AGREEMENTPurchase Agreement • November 6th, 2008 • Abengoa Sa • Services-business services, nec • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of September, 2008, by and between Telvent GIT, S.A. (the “Company”), a sociedad anonima organized under the laws of the Kingdom of Spain, with its principal offices at Valgrande, 6, 28108 Alcobendas, Madrid, Spain, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 24th, 2015 • Abengoa, S.A. • Services-engineering services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares of Abengoa Yield plc, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
