TALIERA CORPORTION UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2006 • Taliera CORP • Blank checks • New York
The undersigned, Taliera Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as "you," "MJ" or the "Representative") and with the other underwriters named on Schedule I hereto for which MJ is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2006 • Taliera CORP • Blank checks • New York
This Investment Management Trust Agreement ("Agreement") is made as of , 2007 by and between Taliera Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 22nd, 2006 • Taliera CORP • Blank checks • Indiana
This Restricted Stock Agreement is entered into by and between Taliera Corporation, a Delaware corporation (the "Company"), and Eric D. Todd, a member of the Company's Board of Directors (the "Director"), effective as of October 24, 2006.
AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 22nd, 2006 • Taliera CORP • Blank checks • Indiana
This Amended and Restated 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 (the "Agreement").
December 7, 2006 To the Board of Directors of Taliera Corporation: Gentlemen:Taliera CORP • December 22nd, 2006 • Blank checks
The undersigned previously subscribed for and agreed to purchase 500,000 Warrants ("Insider Warrants") at $1.20 per Insider Warrant, of Taliera Corporation (the "Corporation") for an aggregate purchase price of $600,000 ("Purchase Price"), pursuant to terms set forth in a Letter Agreement dated July 28, 2006 (the "Letter Agreement"). This agreement amends the Letter Agreement to provide for the undersigned's agreement to purchase an additional 500,000 Insider Warrants in accordance with the same terms in the Letter Agreement and in lieu of a previous commitment to purchase warrants of the Corporation in the open market.
