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”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination 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 AGREEMENTVoting 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.”
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”).
