REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2018, is made and entered into by and among Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), Spartan Energy Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, 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”).
40,000,000] Units Spartan Energy Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • New York
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 As Representatives of the several Underwriters
WARRANT AGREEMENT between SPARTAN ENERGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of August 9, 2018Warrant Agreement • August 14th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 9, 2018 is by and between Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 14th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 9, 2018 by and between Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 14th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 9, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), and Spartan Energy Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FISKER INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 17, 2021 2.50% Convertible Senior Notes due 2026Indenture • August 17th, 2021 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
INDENTURE dated as of August 17, 2021 between FISKER INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2018, is made and entered into by and among Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), Spartan Energy Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 8th, 2020 • Spartan Energy Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of April 7, 2020, by and between SPARTAN ENERGY ACQUISITION CORP., a Delaware corporation (the “Company”), and Jan C. Wilson (“Indemnitee”).
Include header]Call Option Transaction • August 17th, 2021 • Fisker Inc./De • Motor vehicles & passenger car bodies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Fisker Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 14th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 9, 2018, between Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), and Apollo Natural Resources Partners II, L.P., a Delaware limited partnership (the “Purchaser”).
FISKER INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2020 • Fisker Inc./De • Motor vehicles & passenger car bodies • Delaware
This Indemnification Agreement (this “Agreement”) is made as of __________, by and between Fisker Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of October 18, 2017, is made and entered into by and between Nike Energy Acquisition Corp., a Delaware corporation (the “Company”), and Nike Energy Acquisition Sponsor LLC, a Delaware limited liability company (the “Buyer”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2020 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2020, is made and entered into by and among Fisker Inc., a Delaware corporation f/k/a Spartan Energy Acquisition Corp. (the “Company”), Spartan Energy Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 10, 2023, is by and among Fisker Inc., a Delaware corporation with offices located at 1888 Rosecrans Avenue, Manhattan Beach, California 90266 (the...Securities Purchase Agreement • April 23rd, 2024 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
DISTRIBUTION AGREEMENTDistribution Agreement • May 24th, 2022 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
Fisker Inc., a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC and Cowen and Company, LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (each, an “Agent” and collectively, the “Agents”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of Class A Common Stock, $0.00001 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $350,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 13th, 2024 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of May 10, 2024 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”), by and among the Company and each party listed as an “ Investor” on the Schedule of Investors attached thereto (each an “Investor” and collectively, the “Investors”), pursuant to which the Company has sold, and may in the future be required to sell, to the Investors, and the Investors have purchased, and may in the future be required or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms and conditions thereof, collectively, the “Notes”);
SUBSCRIPTION AGREEMENTSubscription Agreement • July 13th, 2020 • Spartan Energy Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 10th day of July, 2020, by and between Spartan Energy Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2024 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2024, is by and among Fisker Inc., a Delaware corporation with offices located at 1888 Rosecrans Avenue, Manhattan Beach, California 90266 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
August 9, 2018 Spartan Energy Acquisition Corp. 9 West 57th Street, 43rd Floor New York, NY 10019Underwriting Agreement • August 14th, 2018 • Spartan Energy Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 55,200,000 of the Company’s units (including up to 7,200,000 units which 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-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 27th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2018, between Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), and Apollo Natural Resources Partners II, L.P., a Delaware limited partnership (the “Purchaser”).
Insider Letter Acknowledgement and AgreementInsider Letter Acknowledgement and Agreement • April 8th, 2020 • Spartan Energy Acquisition Corp. • Blank checks • New York
This acknowledgement and agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to such state’s principles of conflicts of law that would cause the laws of any other jurisdiction to apply.
EXECUTION COPY SECOND AMENDMENT AND WAIVER AGREEMENT This Second Amendment and Waiver Agreement (this “Agreement”) is entered into as of the 21st day of January, 2024, by and between Fisker Inc., a Delaware corporation (the “Company”), and the...Second Amendment and Waiver Agreement • April 23rd, 2024 • Fisker Inc./De • Motor vehicles & passenger car bodies
Execution Version AMENDMENT AND WAIVER AGREEMENT This Amendment and Waiver Agreement (this “Agreement”) is entered into as of the 22nd day of November, 2023, by and between Fisker Inc., a Delaware corporation (the “Company”) and the investor signatory...Amendment and Waiver Agreement • April 23rd, 2024 • Fisker Inc./De • Motor vehicles & passenger car bodies
FORBEARANCE AGREEMENTForbearance Agreement • April 22nd, 2024 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
This FORBEARANCE AGREEMENT (this “Forbearance Agreement”), dated as of April 21, 2024, is entered into by and among Fisker Inc., a Delaware corporation (the “Company”), certain subsidiaries of the Company party hereto (the “Guarantors”, and the Company together with the Guarantors, the “Obligors”), CVI Investments, Inc. in its capacity as the holder of outstanding Series A-1 Senior Convertible Notes Due 2025 (the “Series A-1 Notes”) and Series B-1 Senior Convertible Notes Due 2025 (the “Series B-1 Notes” and together with the Series A-1 Notes, the “Notes”) (in such capacity, the “Noteholder”) and in its capacity as collateral agent with respect to the Notes (in such capacity, and together with its successors and permitted assigns in such capacity, the “Collateral Agent”). Each of the foregoing shall be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Notes or,
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.Base Call Option Transaction • August 9th, 2023 • Fisker Inc./De • Motor vehicles & passenger car bodies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [***] (“Dealer”) and Fisker Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Execution Version THIRD SUPPLEMENTAL INDENTURE TO INDENTURE Dated as of November 22, 2023 WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee, CVI INVESTMENTS, INC., as Collateral Agent, and The Guarantors (as defined herein) signatory hereto Series A-1...Third Supplemental Indenture • April 23rd, 2024 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
FISKER INC. as the Company and as Trustee Subordinate Indenture Dated as of [•]Subordinate Indenture • December 23rd, 2021 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
WHEREAS, the Company has duly authorized the issue from time to time of its subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and
SUBLEASE AGREEMENTSublease Agreement • November 4th, 2020 • Fisker Inc./De • Motor vehicles & passenger car bodies
THIS SUBLEASE AGREEMENT (this “Sublease”) is entered into this ___ day of September, 2020 (“Effective Date”), by and between Cosmo Co., USA Inc. (formerly Vystic Inc.), a Delaware corporation (“Sublandlord”) and Fisker Inc., a Delaware corporation (“Subtenant”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2023 • Fisker Inc./De • Motor vehicles & passenger car bodies
This AMENDMENT NO. 1, dated as of September 29, 2023 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT (the “Securities Purchase Agreement”), dated as of July 10, 2023, is by and among Fisker Inc., a Delaware corporation with offices located at 1888 Rosecrans Avenue, Manhattan Beach, California 90266 (the “Company”), and the investors signatory thereto (including, the undersigned investor (the “Investor”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Securities Purchase Agreement shall be used herein as therein defined.
LEASE AGREEMENTLease Agreement • November 4th, 2020 • Fisker Inc./De • Motor vehicles & passenger car bodies • California
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of October 2, 2020, by and between Lessor and Lessee, as defined below. Lessor and Lessee are hereinafter sometimes individually referred to as “Party,” or collectively referred to as “Parties.” Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor, the Premises, as defined below, pursuant to all of the terms and conditions set forth below:
SPARTAN ENERGY ACQUISITION CORP.Administrative Services Agreement • July 27th, 2018 • Spartan Energy Acquisition Corp. • Blank checks • New York
This letter agreement by and between Spartan Energy Acquisition Corp. (the “Company”) and Spartan Energy Acquisition Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
GUARANTYGuaranty • May 13th, 2024 • Fisker Inc./De • Motor vehicles & passenger car bodies • New York
This GUARANTY, dated as of May 10, 2024 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of CVI Investments, Inc., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Noteholders (as defined below).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • February 9th, 2021 • Fisker Inc./De • Motor vehicles & passenger car bodies
This First Amendment to Lease Agreement (“Amendment”) is made and entered into effective as of February 5, 2021, by and between Continental 830 Nash LLC, a Delaware limited liability company, as to an undivided 66% interest, and Continental Rosecrans Aviation L.P., a California limited partnership, as to an undivided 34% interest, as tenants in common (“Lessor”), and Fisker Group Inc. (f/k/a Fisker Inc.), a Delaware corporation (“Lessee”). Lessor and Lessee are hereinafter sometimes individually referred to as “Party,” or collectively referred to as “Parties.”
P a g e | 1Manufacturing Agreement • December 17th, 2020 • Fisker Inc./De • Motor vehicles & passenger car bodies
SPONSOR AGREEMENTSponsor Agreement • July 13th, 2020 • Spartan Energy Acquisition Corp. • Blank checks • Delaware
This SPONSOR AGREEMENT (the “Sponsor Agreement”), dated as of July 10, 2020, is entered into by and between Spartan Energy Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Spartan Energy Acquisition Corp., a Delaware corporation (“Spartan”).
