FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2006 • Taliera CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2006, by and among Taliera Corporation, a Delaware corporation (the "Company"), Taliera Holdings, LLC, Marlin Frost, Michael Cheek and (the "Investors").
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 5th, 2006 • Taliera CORP • Blank checks • New York
This Investment Management Trust Agreement ("Agreement") is made as of , 2006 by and between Taliera Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").
REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • September 5th, 2006 • Taliera CORP • Blank checks • Indiana
This Revolving Line of Credit Agreement (this "Agreement") is made as of June 30, 2006 by and between Taliera Corporation, a Delaware corporation ("Borrower"), and Taliera Holdings, LLC, an Indiana limited liability company ("Lender"), with reference to the following facts.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 5th, 2006 • Taliera CORP • Blank checks • Indiana
This Restricted Stock Agreement is entered into by and between Taliera Corporation, a Delaware corporation (the "Company"), and Michael V. Cheek, a member of the Company's Board of Directors (the "Director"), effective as of July 18, 2006.
Morgan Joseph & Co., Inc. 600 Fifth Avenue, 19th Floor New York, New York 10020 Ladies and Gentlemen:Taliera CORP • September 5th, 2006 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Taliera Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock of the Company (the "Common Stock") and one Warrant to purchase a share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless Morgan Joseph & Co., Inc. ("Morgan Joseph") informs the Company of its decision to allow earlier separate trading.
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • September 5th, 2006 • Taliera CORP • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of , 2006 ("Agreement"), is by and among TALIERA CORPORATION, a Delaware corporation ("Company"), TALIERA HOLDINGS, LLC, Martin Frost, Michael V. Cheek and (collectively, the "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").
Taliera CorporationTaliera CORP • September 5th, 2006 • Blank checks
