22,500,000 Units TORTOISE ACQUISITION CORP. ($10.00 per Unit) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
Tortoise Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell 22,500,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,375,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
FORM OF WARRANT AGREEMENT between TORTOISE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2019Warrant Agreement • December 21st, 2018 • Tortoise Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2019, is by and between Tortoise 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 • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 27, 2019 by and between Tortoise 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 • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 27, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Tortoise Borrower LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between TORTOISE ACQUISITION CORP., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENT between TORTOISE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of February 27, 2019Warrant Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2019, is by and between Tortoise 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2020 • Hyliion Holdings Corp. • Truck & bus bodies • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 1, 2020, by and between HYLIION HOLDINGS CORP., a Delaware corporation (the “Company”), and [___] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of November 7, 2018, is made and entered into by and between Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Tortoise Sponsor LLC, a Delaware limited liability company (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 27, 2019, is made and entered into by and among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas Point”), Tortoise Borrower LLC, a Delaware limited liability company (“Tortoise Borrower”), 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 19th, 2020 • Tortoise Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 18th day of June, 2020, by and among Tortoise Acquisition Corp., a Delaware corporation (the “Issuer”), and [●] (“Subscriber”).
FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 9th, 2023 • Hyliion Holdings Corp. • Truck & bus bodies
This AGREEMENT (“Agreement”) is dated as of _____, 2023, by and between HYLIION HOLDINGS CORP., a Delaware corporation (the “Company”), and _____ (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2021 • Hyliion Holdings Corp. • Truck & bus bodies
This Employment Agreement (“Agreement”) is made and entered into by and between Hyliion Holdings Corp., a Delaware corporation, (the “Company”), and Dennis M. Gallagher (“Employee”), and shall be effective as of the Effective Date, as defined below. This Agreement is intended to terminate and supersede any employment agreement, offer letter or other employment-related agreement by and between Employee and the Company, any Company subsidiary or predecessor entity.
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 15th, 2019 • Tortoise Acquisition Corp. • Blank checks • Delaware
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of February 6, 2019, among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (the “Purchaser”).
February 27, 2019Underwriting Agreement • March 5th, 2019 • Tortoise 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 Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc., Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 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-half of one redeemable 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 Pu
October 1, 2020 Hyliion Holdings Corp. Cedar Park, TX 78613 Re: Lock-Up Agreement Ladies and Gentlemen:Lock-Up Agreement • October 7th, 2020 • Hyliion Holdings Corp. • Truck & bus bodies • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement and Plan of Reorganization (the “BCA”) entered into by and among Hyliion Holdings Corp., a Delaware corporation f/k/a Tortoise Acquisition Corp. (the “Company”), SHLL Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Hyliion Inc., a Delaware corporation (“Hyliion”), pursuant to which, among other things, Merger Sub will be merged with and into Hyliion on or about the date hereof (the “Merger”), with Hyliion surviving the Merger as a wholly owned subsidiary of the Company.
Tortoise Acquisition Corp. 452 Fifth Avenue, 14th Floor New York, NY 10018Underwriting Agreement • February 6th, 2019 • Tortoise 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 Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc., Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of [ ] of the Company’s units (including up to [ ] 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-half of one redeemable 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 Offering
Re: Amendment of PSU Award Agreement Dear [Employee]:Psu Award Agreement • May 1st, 2024 • Hyliion Holdings Corp. • Truck & bus bodies • Delaware
Form of Administrative Services Agreement Between the Registrant and Sponsor]Administrative Services Agreement • December 21st, 2018 • Tortoise Acquisition Corp. • Blank checks • New York
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among TORTOISE ACQUISITION CORP., SHLL MERGER SUB INC., and HYLIION INC. Dated as of June 18, 2020Business Combination Agreement • June 19th, 2020 • Tortoise Acquisition Corp. • Blank checks • Delaware
STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • June 19th, 2020 • Tortoise Acquisition Corp. • Blank checks • Delaware
This STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”), dated as of June 18, 2020, is entered into by and among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and each of the stockholders of the Company or Hyliion Inc., a Delaware corporation (“Hyliion”), whose name appears on the signature pages hereto (each a “Stockholder,” and collectively, the “Stockholders”).
FIRST AMENDMENT to AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 19th, 2020 • Tortoise Acquisition Corp. • Blank checks
This First Amendment to Amended and Restated Forward Purchase Agreement (“Amendment”), is entered into effective as of June 18, 2020, by and among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (the “Purchaser” and collectively with the Company and the Sponsor, the “Parties” and each a “Party”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • June 19th, 2020 • Tortoise Acquisition Corp. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of June 18, 2020 (this “Agreement”), by and among Tortoise Acquisition Corp., a Delaware corporation (“TortoiseCorp”), and certain of the stockholders of Hyliion Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”), in each case, solely in such Stockholder’s capacity as a Stockholder (and not in any other capacity).
Hyliion Inc. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 7th, 2020 • Hyliion Holdings Corp. • Truck & bus bodies • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of March 29, 2019 by and between Hyliion Inc., a Delaware corporation (the “Company”), and Greg Van de Vere (“Executive”).
FOURTH AMENDMENT TO INDUSTRIAL LEASEIndustrial Lease • February 13th, 2024 • Hyliion Holdings Corp. • Truck & bus bodies
This Fourth Amendment to Industrial Lease (the “Amendment”) is made and entered into by and among GSNTR ATX 1200 BMC DRIVE OWNER LP, a Delaware limited partnership (“Building 1 Owner”), GSNTR ATX 1202 BMC DRIVE OWNER LP, a Delaware limited partnership (“Building 2 Owner”) (Building 1 Owner and Building 2 Owner are collectively referred to herein as “Landlord”), and HYLIION INC., a Delaware corporation (“Tenant”), and is dated for reference purposes only as of November _14_, 2023 (the “Amendment Date”).
TORTOISE ACQUISITION CORP.Administrative Services Agreement • March 5th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
This letter agreement by and between Tortoise Acquisition Corp. (the “Company”) and Tortoise Sponsor LLC (the “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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
LEASE AGREEMENTLease Agreement • February 13th, 2024 • Hyliion Holdings Corp. • Truck & bus bodies
THIS LEASE AGREEMENT (this “Lease”) is made as of May 10, 2023 (the “Effective Date”), by and between MELINK PROPERTIES LLC, an Ohio limited liability company (“Landlord”), and HYLIION INC., a Delaware corporation ("Tenant").
October, 1 2020 Hyliion Holdings Corp. Cedar Park, TX 78613 Re: Lock-Up Agreement Ladies and Gentlemen:Lock-Up Agreement • October 7th, 2020 • Hyliion Holdings Corp. • Truck & bus bodies • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement and Plan of Reorganization (the “BCA”) entered into by and among Hyliion Holdings Corp., a Delaware corporation f/k/a Tortoise Acquisition Corp. (the “Company”), SHLL Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Hyliion Inc., a Delaware corporation (“Hyliion”), pursuant to which, among other things, Merger Sub will be merged with and into Hyliion on or about the date hereof (the “Merger”), with Hyliion surviving the Merger as a wholly owned subsidiary of the Company.
INDUSTRIAL LEASE MULTI-TENANTIndustrial Lease • October 7th, 2020 • Hyliion Holdings Corp. • Truck & bus bodies • Texas
Term: The “Term” as referenced in this Lease shall mean a period of eighty-seven (87) months, starting on the Commencement Date and ending on the Termination Date, subject to the renewal rights contained in Exhibit “E” attached hereto.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2020 • Hyliion Holdings Corp. • Truck & bus bodies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2020, is made and entered into by and among Hyliion Holdings Corp., a Delaware corporation f/k/a Tortoise Acquisition Corp. (the “Company”), Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“Tortoise Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Tortoise Borrower 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”).
ASSET PURCHASE AGREEMENT dated as of August 24, 2022 between GENERAL ELECTRIC COMPANY, acting solely by and through its GE Additive business unit, as Seller, and HYLIION HOLDINGS CORP., as BuyerAsset Purchase Agreement • August 25th, 2022 • Hyliion Holdings Corp. • Truck & bus bodies • New York
This ASSET PURCHASE AGREEMENT, dated as of August 24, 2022 (the “Agreement Date”), is made by and between General Electric Company, a New York corporation, acting solely by and through its GE Additive business unit (“Seller”), and Hyliion Holdings Corp., a Delaware corporation (“Buyer” and, together with Seller, the “Parties”).
Form of Administrative Services Agreement Between the Registrant and Sponsor] TORTOISE ACQUISITION CORP.Administrative Services Agreement • February 6th, 2019 • Tortoise Acquisition Corp. • Blank checks • New York
AMENDMENT TO Employment AGREEMENTEmployment Agreement • October 14th, 2021 • Hyliion Holdings Corp. • Truck & bus bodies
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into on October 13, 2021, by and between Hyliion Holdings Corp., a Delaware corporation (the “Company”), and Patrick Sexton (“Employee”). Capitalized terms used herein without definition have the meanings given to them in the Agreement (as defined below).
