Tortoise Acquisition Corp. II Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 10, 2020 by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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25,000,000 Units TORTOISE ACQUISITION CORP. II ($10.00 per Unit) UNDERWRITING AGREEMENT
Underwriting Agreement • September 3rd, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York

Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to sell 25,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-fourth of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,750,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 10, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and TortoiseEcofin Borrower LLC, a Delaware limited liability company (the “Purchaser”).

VOLTA INC. Shares of Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • September 26th, 2022 • Volta Inc. • Miscellaneous transportation equipment • New York

Volta Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

WARRANT AGREEMENT between TORTOISE ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 10, 2020
Warrant Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 10, 2020, is by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

Volta Inc. Indemnification Agreement
Indemnification Agreement • September 1st, 2021 • Volta Inc. • Blank checks • Delaware

This Indemnification Agreement (this “Agreement”) is made as of August 26, 2021, by and between Volta Inc., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • September 1st, 2020 • Tortoise Acquisition Corp. II • Blank checks • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between TORTOISE ACQUISITION CORP. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

AGREEMENT AND PLAN OF MERGER Dated as of January 17, 2023 among VOLTA INC. and SHELL USA, INC., SEV SUBSIDIARY, INC.
Agreement and Plan of Merger • January 18th, 2023 • Volta Inc. • Miscellaneous transportation equipment • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 17, 2023, among Volta Inc., a Delaware corporation (the “Company”), Shell USA, Inc., a Delaware corporation (“Parent”), and, following its formation and becoming a party to the Agreement, SEV Subsidiary, Inc., a Delaware corporation to be formed as a direct wholly owned Subsidiary of Parent (“Merger Sub”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 7th day of February, 2021, by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber”).

SECURITIES SUBSCRIPTION AGREEMENT July 29, 2020
Securities Subscription Agreement • July 31st, 2020 • Tortoise Acquisition Corp. II • New York

This Securities Subscription Agreement (this “Agreement”), effective as of July 29, 2020, is made and entered into by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Buyer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2020, is made and entered into by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Purchase Agreement • September 1st, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and TortoiseEcofin Borrower LLC, a Delaware limited liability company (the “Purchaser”).

September 10, 2020
Letter Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering p

Contract
Loan Agreement • March 31st, 2023 • Volta Inc. • Miscellaneous transportation equipment • New York
EMPLOYMENT AGREEMENT
Employment Agreement • September 1st, 2021 • Volta Inc. • Blank checks • California

This Employment Agreement (the “Agreement”), dated as of December 20, 2018 is entered into by and among Volta Industries, Inc. (“Company”) and Scott Mercer (“Executive”).

LOCK-UP AGREEMENT
Lock-Up Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks • Delaware

This Lock-Up Agreement (this “Agreement”) is made and entered into as of February 7, 2021, by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), the undersigned stockholders (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) of Volta Industries, Inc., a Delaware corporation (the “Company”) and the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • September 3rd, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

TORTOISE ACQUISITION CORP. II
Tortoise Acquisition Corp. II • September 15th, 2020 • Blank checks • New York

This letter agreement by and between Tortoise Acquisition Corp. II (the “Company”) and Tortoise Capital Advisors, L.L.C. (“Tortoise Capital Advisors”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 3rd, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020 by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 1st, 2021 • Volta Inc. • Blank checks • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2021, is made and entered into by and among Volta Inc., a Delaware corporation (f/k/a Tortoise Acquisition Corp. II) (the “Company”), Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin Borrower and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

Form of Administrative Services Agreement Between the Registrant and Tortoise Capital Advisors, L.L.C.]
Tortoise Acquisition Corp. II • September 3rd, 2020 • Blank checks • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • September 1st, 2021 • Volta Inc. • Blank checks • California

This Employment Agreement (the “Agreement”), dated as of August 11, 2020 (the “Effective Date”)is entered into by and among Volta Industries, Inc. (“Company”) and James DeGraw (“Executive”).

LEASE
Lease • September 1st, 2021 • Volta Inc. • Blank checks • California

This Lease is made and entered into this 8th day of February 2016, by and between 155 De Haro Associates LLC, a California limited liability company (“Landlord”) and Volta Industries, Inc., a Delaware corporation (“Tenant”).

AMENDED AND RESTATED WARRANT AGREEMENT between VOLTA INC., COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of August 26, 2021
Warrant Agreement • September 1st, 2021 • Volta Inc. • Blank checks • New York

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of August 26, 2021, is by and between Volta Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

STOCKHOLDER SUPPORT AGREEMENT
Stockholder Support Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks • Delaware

This Stockholder Support Agreement (this “Agreement”) is made and entered into as of February 7, 2021, by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”) and the undersigned stockholders (each, a “Written Consent Party” and, collectively, the “Written Consent Parties”) of Volta Industries, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor Agreement • January 18th, 2023 • Volta Inc. • Miscellaneous transportation equipment • New York

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this January 17, 2023, by and among EQUILON ENTERPRISES LLC d/b/a Shell Oil Products US, a Delaware limited liability company (“Subordinated Creditor”), VOLTA CHARGING, LLC, a Delaware limited liability company (“Volta Charging”), VOLTA INC., a Delaware corporation (“Parent”), VOLTA MEDIA LLC, a Delaware limited liability company (“Volta Media”), and VOLTA CHARGING SERVICES LLC, a Delaware limited liability company (“Volta Services” and collectively with Volta Charging, Parent and Volta Media, “Company”), and EICF AGENT LLC, a Delaware limited liability company, as Agent for all Senior Lenders party to the Senior Loan Agreement described below.

VOTING AGREEMENT
Voting Agreement • January 18th, 2023 • Volta Inc. • Miscellaneous transportation equipment • Delaware

This Voting Agreement (this “Agreement”), dated as of January 17, 2023, is entered into by and among Shell USA, Inc., a Delaware corporation (“Parent”), and each of the stockholders of Volta Inc., a Delaware corporation (the “Company”), listed on signature pages attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

RE: Sponsor Letter Agreement
Letter Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks

Reference is made to that certain Business Combination Agreement and Plan of Reorganization (the “Combination Agreement”), to be dated as of the date hereof, by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), SNPR Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror, SNPR Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror, and Volta Industries, Inc., a Delaware corporation (the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by the Company, Acquiror, Tortoise Sponsor II LLC, a Cayman Islands limited liability company (“Sponsor”) and the undersigned parties listed under Sponsor on the signature page hereto (each such party, a “Holder, and collectively, the “Holders”) in connection with the transactions contemplated by the Combination Agreement. Capi

BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among Tortoise Acquisition Corp. II, SNPR MERGER SUB I, INC., SNPR MERGER SUB II, LLC, and VOLTA INDUSTRIES, INC. Dated as of February 7, 2021
Business Combination Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks • Delaware

This BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 7, 2021 (this “Agreement”), by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), SNPR Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Volta Industries, Inc., a Delaware corporation (the “Company”).

TERM LOAN, GUARANTEE AND SECURITY AGREEMENT DATED AS OF JANUARY 17, 2023 AMONG EQUILON ENTERPRISES LLC d/b/a shell oil products us, AS AGENT FOR THE LENDERS SIGNATORY HERETO, VOLTA CHARGING, LLC, VOLTA INC., VOLTA MEDIA LLC, and VOLTA CHARGING...
Term Loan, Guarantee and Security Agreement • January 18th, 2023 • Volta Inc. • Miscellaneous transportation equipment • New York

This TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, dated as of January 17, 2023, is made among VOLTA CHARGING, LLC, a Delaware limited liability company (“Volta Charging”), VOLTA INC., a Delaware corporation (“Parent”), VOLTA MEDIA LLC, a Delaware limited liability company (“Volta Media”), and VOLTA CHARGING SERVICES LLC, a Delaware limited liability company (“Volta Services” and collectively with Volta Charging, Parent and Volta Media, “Borrower”), VOLTA CHARGING INDUSTRIES, LLC, a Delaware limited liability company, the other Credit Parties from time to time party hereto, EQUILON ENTERPRISES LLC D/B/A SHELL OIL PRODUCTS US, a Delaware limited liability company (“Equilon”), as administrative agent and collateral agent (in such capacity, “Agent”) for the lenders set forth on Schedule B attached hereto and party hereto (each herein referred to as a “Lender” and collectively, the “Lenders”).

FORBEARANCE AGREEMENT AND ELEVENTH AMENDMENT TO LOAN AGREEMENT
Subordination and Intercreditor Agreement • January 24th, 2023 • Volta Inc. • Miscellaneous transportation equipment • New York

This FORBEARANCE AGREEMENT AND ELEVENTH AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is entered into as of January 17, 2023, by and among VOLTA CHARGING, LLC, a Delaware limited liability company (“Volta Charging”), VOLTA MEDIA LLC, a Delaware limited liability company (“Volta Media”), and VOLTA CHARGING SERVICES LLC, a Delaware limited liability company (“Volta Services” and collectively with Volta Charging and Volta Media, “Borrower”), VOLTA INC., a Delaware corporation (“Parent”), VOLTA CHARGING INDUSTRIES, LLC, a Delaware limited liability company (“Volta Industries”), VOLTA CANADA INC., a corporation organized under the laws of Québec, Canada (“Volta Canada”), VOLTA CHARGING GERMANY GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (“Volta Germany”), VOLTA FRANCE SARL, a limited liability company (Société A Responsabilité Limitée) organized under the laws of France (“Volta France”), VOLTA RAKKO B.V., a limited liability

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • September 1st, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of August 31, 2020, by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and CIBC National Trust Company, a limited-purpose national trust company, for and on behalf of one or more investment vehicles, separate accounts and other clients for which CIBC National Trust Company or its affiliates serves as discretionary or non-discretionary investment manager (the “Purchaser”).

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