FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 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 ("Taliera Holdings"), Martin Frost, Michael Cheek and (together with Taliera Holdings, collectively the "Investors").
TALIERA CORPORTION UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2007 • 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 WARRANT AGREEMENTForm of Warrant Agreement • February 28th, 2007 • Taliera CORP • Blank checks • New York
This Warrant Agreement is made as of , 2007 between Taliera Corporation, a Delaware corporation, with principal executive offices at 250 East 96th Street, Suite 415, Indianapolis, Indiana 46240 (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the "Warrant Agent").
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 28th, 2007 • 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").
SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • February 28th, 2007 • Taliera CORP • Blank checks • Indiana
This Second Amended and Restated Revolving Line of Credit Agreement ("Agreement"), dated as of February 27, 2007, is by and between Taliera Corporation, a Delaware corporation ("Borrower"), and Taliera Holdings, LLC, an Indiana limited liability company ("Lender").
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.
Morgan Joseph & Co., Inc. 600 Fifth Avenue, 19th Floor New York, New York 10020 Ladies and Gentlemen:Taliera CORP • September 29th, 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 • February 28th, 2007 • Taliera CORP • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of , 2007 ("Agreement"), is by and among TALIERA CORPORATION, a Delaware corporation ("Company"), TALIERA HOLDINGS, LLC ("Holdings"), Martin Frost, Michael V. Cheek and Eric D. Todd (collectively, the "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").
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").
January 10, 2007 To the Board of Directors of Taliera Corporation Gentlemen:Taliera CORP • February 6th, 2007 • Blank checks
The undersigned previously subscribed for and agreed to purchase 1,000,000 Warrants ("Insider Warrants") at $1.20 per Insider Warrant, of Taliera Corporation (the "Corporation") for an aggregate purchase price of $1,200,000 ("Purchase Price"), pursuant to terms set forth in Letter Agreements dated July 28, 2006 and December 7, 2006 (the "Letter Agreement"). This agreement amends the Letter Agreement to provide for the undersigned's agreement to purchase an additional 416,667 Insider Warrants in accordance with the same terms in the Letter 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.
SELECTED DEALERS AGREEMENTTaliera CORP • July 28th, 2006 • New York
Taliera CorporationTaliera CORP • September 5th, 2006 • Blank checks
SUBSCRIPTION AGREEMENTTaliera CORP • July 28th, 2006 • Delaware
The undersigned hereby subscribes for and agrees to purchase 1,818,750 shares of common stock (collectively, the "Shares") of Taliera Corporation, a Delaware corporation (the "Company"), at a price of $0.013745 per Share for an aggregate purchase price of $25,000 (the "Purchase Price") on the terms and conditions hereinafter set forth.
February 27, 2007 To the Board of Directors of Taliera Corporation Gentlemen:Taliera CORP • February 28th, 2007 • Blank checks
The undersigned previously subscribed for and agreed to purchase 1,416,667 Warrants ("Insider Warrants") at $1.20 per Insider Warrant, of Taliera Corporation (the "Corporation") for an aggregate purchase price of $1,700,000 ("Purchase Price"), pursuant to terms set forth in Letter Agreements dated July 28, 2006, December 7, 2006 and January 10, 2007 (the "Letter Agreement"). This agreement amends the Letter Agreement to provide for the undersigned's agreement to purchase an additional 250,000 Insider Warrants in accordance with the same terms in the Letter Agreement.
