COMMON STOCK PURCHASE WARRANT EOS ENERGY ENTERPRISES, INC.Eos Energy Enterprises, Inc. • December 15th, 2023 • Miscellaneous electrical machinery, equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercisability Date”) and on or prior to 5:00 p.m. (New York City time) on the date five (5) years following the Initial Exercisability Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), up to [________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, $0.0001 par value per share (the Common Stock).” The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2023 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 12, 2023, between Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • May 22nd, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 19, 2020, is by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
New York, New York 10017 New York, New York 10017Letter Agreement • May 22nd, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and B. Riley FBR, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2021 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 10, 2021, is made and entered into by and among EOS Energy Enterprises, Inc. (formerly known as B. Riley Principal Merger Corp II), a Delaware corporation (the “Company”), B. Riley Principal Sponsor Co. II, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor, the Existing Holders (defined below) 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”).
EOS ENERGY ENTERPRISES, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 25, 2023 26.5% Convertible Senior PIK Notes due 2026Indenture • May 25th, 2023 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE dated as of May 25, 2023 between EOS ENERGY ENTERPRISES, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America , as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 28th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 22nd, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 19, 2020 by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EOS ENERGY ENTERPRISES, INC. $100,000,000 COMMON STOCK SALES AGREEMENTSales Agreement • August 5th, 2022 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Eos Energy Enterprises, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 18th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), B. Riley Principal Sponsor Co. II, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor 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”).
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (C) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO...Eos Energy Enterprises, Inc. • January 19th, 2023 • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE dated as of [_____] between EOS ENERGY ENTERPRISES, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and [TRUSTEE], a [Insert Type of Entity], as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 22nd, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May 19, 2020, by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and B. Riley Principal Investments, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 22nd, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 19th day of May 2020, by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and B. Riley Principal Sponsor Co. II, LLC, a Delaware limited liability company (the “Subscriber”), each with a principal place of business at 299 Park Avenue, 21st Floor New York, New York 10171.
COMMON STOCK PURCHASE WARRANT EOS ENERGY ENTERPRISES, INC.Eos Energy Enterprises, Inc. • April 14th, 2023 • Miscellaneous electrical machinery, equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 15, 2023 the “Initial Exercisability Date”) and on or prior to 5:00 p.m. (New York City time) on October 14, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, $0.0001 par value per share (the Common Stock.” The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
New York, NY 10171 As Representative of the several Underwriters named on Schedule A heretoB. Riley Principal Merger Corp. II • May 22nd, 2020 • Blank checks • New York
The undersigned, B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with B. Riley FBR, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows. To the extent there is only one Underwriter, the term Underwriters shall mean the Underwriter.
ContractB. Riley Principal Merger Corp. II • May 22nd, 2020 • Blank checks • New York
This is to confirm our agreement whereby B. Riley Principal Merger Corp. II, a Delaware corporation (“Company”), has requested B. Riley FBR, Inc. (“B. Riley” or the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-237812) filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2021 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of May 10, 2021 by and among Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), each of the other persons listed on the signature pages hereto (each, a “Securityholder” and collectively, the “Securityholders”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (together with the Securityholders and the RRA Parties (as defined below), each a “Holder” and, collectively, the “Holders”).
ContractEmployment Agreement • March 4th, 2024 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New Jersey
INDEMNITY AGREEMENTIndemnity Agreement • November 20th, 2020 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●] , 2020, by and between Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
GUARANTEE AND COLLATERAL AGREEMENT made by EOS ENERGY ENTERPRISES, INC. and each of the other Grantors (as defined herein) in favor of ACP POST OAK CREDIT I LLC as Collateral Agent Dated as of July 29, 2022Guarantee and Collateral Agreement • August 1st, 2022 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 29, 2022, is made by EOS ENERGY ENTERPRISES, INC., a Delaware corporation (the “Borrower”), each of the undersigned designated as a Grantor (the “Grantors”), and any additional Grantor party to this Agreement who may join at a later date, in favor of ACP POST OAK CREDIT I LLC, as collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”), for the ratable benefit of the Secured Parties, including the banks and other financial institutions and entities (the “Lenders”) from time to time party to the Senior Secured Term Loan Credit Agreement, dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and ACP Post Oak Credit I LLC, as Administrative Agent and as the Collateral Agent.
SENIOR SECURED TERM LOAN CREDIT AGREEMENT dated as of July 29, 2022 among EOS ENERGY ENTERPRISES, INC., as the Borrower, the Lenders from time to time party hereto and ACP POST OAK CREDIT I LLC, as Administrative Agent and Collateral AgentSenior Secured Term Loan Credit Agreement • August 1st, 2022 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of July 29, 2022 (this “Agreement”), among EOS ENERGY ENTERPRISES, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto and ACP POST OAK CREDIT I LLC (“ACP”), as the Administrative Agent for the Lenders and Collateral Agent for the Secured Parties.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • June 13th, 2022 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Supplemental Agreement (the “Agreement”), dated as of June 13, 2022, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and EOS ENERGY ENTERPRISES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
Employment AgreementEmployment Agreement • November 20th, 2020 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New Jersey
This Employment Agreement (this “Agreement”) is dated as of June 1, 2020 (the “Commencement Date”), and is made by and between Eos Energy Storage LLC, a Delaware limited liability company (the “Company”), and Mack Treece (“Executive”).
MASTER EQUIPMENT FINANCING AGREEMENTMaster Equipment Financing Agreement • October 5th, 2021 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS MASTER EQUIPMENT FINANCING AGREEMENT (this “Agreement”) is made as of September 30, 2021 (“Effective Date”), between TRINITY CAPITAL INC., a Maryland corporation (“Trinity”) and HI-POWER, LLC, a Delaware Limited Liability Company (“Company”). Company desires to finance certain equipment and other property (the “Equipment”). This Agreement provides the terms under which the Equipment is to be financed.
COMMITMENT INCREASE AGREEMENTCommitment Increase Agreement • December 8th, 2022 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of December 7, 2022, is among EOS ENERGY ENTERPRISES, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower party hereto (each, a “Guarantor”), the Lenders (as defined below) party hereto and ACP POST OAK CREDIT I LLC, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and acting on behalf of the Lenders not party hereto pursuant to a consent delivered in accordance with Section 13.02(b) of the Credit Agreement (the “Lender Consent”). Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.
INVESTMENT AGREEMENTInvestment Agreement • January 19th, 2023 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of January 18, 2023, is by and among Eos Energy Enterprises, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and the parties listed on Schedule A hereto (each a “Purchaser” and, collectively, together with their successors and any permitted transferees that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 6.07, “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
ContractEmployment Agreement • August 28th, 2023 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • Pennsylvania
DIRECTOR FORM RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Form Restricted Stock Unit Award Agreement • December 14th, 2020 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Restricted Stock Unit Award Agreement (this “Agreement”) is dated as of [___________], and is made by and between Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), and the Participant whose name appears on the signature page to this Agreement (“Director”). Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the B. Riley Principal Merger Corp. II 2020 Incentive Plan, as amended from time to time.
ContractRestricted Stock Unit Award Agreement • August 6th, 2024 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies
9936593 v5 \027606 \0401 2 (b) Position and Responsibilities. During the Employment Period, Executive shall serve as the Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company (the “CEO”). Executive shall have...0401 Employment Agreement • March 31st, 2021 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New Jersey
ContractSecurities Purchase Agreement • June 24th, 2024 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
Page 1 EOS ENERGY ENTERPRISES, INC. Restricted Stock Unit Award Agreement (Time-Based) This Restricted Stock Unit Award Agreement (Time-Based) (this “Agreement”), dated as of [________] [___], 20[___], is entered into by and between Eos Energy...Restricted Stock Unit Award Agreement • August 6th, 2024 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIRD SUPPLEMENTAL AGREEMENTThird Supplemental Agreement • March 17th, 2023 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Third Supplemental Agreement (this “Agreement”), dated as of March 17, 2023, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and EOS ENERGY ENTERPRISES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
SECOND SUPPLEMENTAL AGREEMENTSecond Supplemental Agreement • December 29th, 2022 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Second Supplemental Agreement (the “Agreement”), dated as of December 29, 2022, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and EOS ENERGY ENTERPRISES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
Form of Payoff Letter June 21, 2024Participation Agreement • June 24th, 2024 • Eos Energy Enterprises, Inc. • Miscellaneous electrical machinery, equipment & supplies
Reference is made to that certain Senior Secured Term Loan Credit Agreement, dated as of July 29, 2022 (as amended, modified, supplemented, or restated from time to time prior to the date hereof, the “Credit Agreement”), by and among Eos Energy Enterprises, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto and ACP Post Oak Credit I LLC, as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties. All initially capitalized terms not defined herein shall have the meanings ascribed to those terms in the Credit Agreement.
