REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2019 • Pivotal Investment Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 11th day of July, 2019, by and among Pivotal Investment Corporation II, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • July 16th, 2019 • Pivotal Investment Corp II • Blank checks • New York
This agreement is made as of July 11, 2019 between Pivotal Investment Corporation II, a Delaware corporation, with offices at c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
UNDERWRITING AGREEMENT between PIVOTAL INVESTMENT CORPORATION II, CANTOR FITZGERALD & CO. and BTIG, LLC Dated: July 11, 2019Underwriting Agreement • July 16th, 2019 • Pivotal Investment Corp II • Blank checks • New York
The undersigned, Pivotal Investment Corporation II, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor”) and BTIG, LLC (“BTIG” and together with Cantor, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 1st, 2021 • XL Fleet Corp. • Motor vehicle parts & accessories • Delaware
This Executive Employment Agreement (this “Agreement”) is effective as of November 1, 2021 (the “Effective Date”) by and between XL Fleet Corp. (the “Company”), a Delaware corporation, and Eric Tech (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2020 • Pivotal Investment Corp II • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], by and among Pivotal Investment Corporation II, a Delaware corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 16th, 2019 • Pivotal Investment Corp II • Blank checks • New York
This Agreement is made as of July 11, 2019 by and between Pivotal Investment Corporation II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PIVOTAL INVESTMENT CORPORATION II, PIC II MERGER SUB CORP. and XL HYBRIDS, INC. DATED AS OF SEPTEMBER 17, 2020Agreement and Plan of Reorganization • September 18th, 2020 • Pivotal Investment Corp II • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of September 17, 2020, by and among Pivotal Investment Corporation II, a Delaware corporation (“Parent”), PIC II Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and XL Hybrids, Inc., a Delaware corporation (“Company”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Sub and the Company shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 8.2.
LOCK-UP AGREEMENTLock-Up Agreement • October 2nd, 2020 • Pivotal Investment Corp II • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2020 by and among Pivotal Investment Corporation II, a Delaware corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof.
PRIVATE & CONFIDENTIALXL Fleet Corp. • May 10th, 2022 • Motor vehicle parts & accessories • Massachusetts
As we have discussed, you are resigning your employment with XL Fleet Corp. (the “Company”) effective January 31, 2022 (the “Separation Date”). The purpose of this letter agreement (the “Transition and Separation Agreement”) is to set forth the terms of your separation from the Company. Provision of the Separation Benefits described in Section 3 of this Agreement is contingent on your agreement to and compliance with the terms of this Agreement, as set forth below. You have twenty-one (21) calendar days to review this Agreement and sign it if you wish. This Agreement shall become effective on the eighth (8th) day following the date on which you sign it (the “Effective Date”).
Execution Version SECOND AMENDED AND RESTATED CREDIT AGREEMENT among SPRUCE POWER 2, LLC, as Borrower, SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company as Administrative Agent, SILICON VALLEY BANK, a division of First-Citizens...Credit Agreement • November 13th, 2023 • Spruce Power Holding Corp • Electric services • New York
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated as of March 23, 2023 by and among SPRUCE POWER HOLDING CORPORATION, as Buyer, MEZZANINE PARTNERS III, L.P., AP MEZZANINE PARTNERS III, L.P., and SS OFFSHORE, L.P., as Sellers, and HPS INVESTMENT...Membership Interest Purchase and Sale Agreement • March 29th, 2023 • Spruce Power Holding Corp • Motor vehicle parts & accessories • New York
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 23, 2023, is made by and among Spruce Power Holding Corporation, a Delaware corporation (“Buyer”), Mezzanine Partners III, L.P., a Delaware limited partnership (“Mezz Partners ), AP Mezzanine Partners III, L.P., a Delaware limited partnership ((“AP Mezz Partners), and SS Offshore, L.P., a Cayman Islands exempted limited partnership (“SS Offshore), and, together with Mezz Partners and AP Mezz Partners, “Sellers”), and HPS Investment Partners, LLC, a Delaware limited liability company (the “Sellers’ Representative”), in its capacity as the Sellers’ Representative.
April 12, 2024 Mr. Christian FongSpruce Power Holding Corp • August 14th, 2024 • Electric services • Delaware
As we have discussed, your employment with Spruce Power, Inc. (the “Company”) has ended effective April 12, 2024 (the “Separation Date”). The purpose of this letter agreement (the “Separation Agreement”) is to set forth the terms of your separation from the Company. Provision of the Separation Benefits referenced in Section 2 of this Agreement is contingent on your agreement to and compliance with the terms of this Agreement, as set forth below. You have twenty-one (21) calendar days to review this Agreement and sign it if you wish. This Agreement shall become effective on the eighth (8th) day following the date on which you sign it (the “Effective Date”).
Credit Agreement dated as of June 10, 2022 among Set Borrower 2022, LLC, as Borrower, Deutsche Bank Ag, New York Branch, as Facility Agent for the financial institutions that may from time to time become parties hereto as Lenders, Computershare Trust...Credit Agreement • March 29th, 2023 • Spruce Power Holding Corp • Motor vehicle parts & accessories
This Credit Agreement (this “Agreement”) is entered into as of June 10, 2022, by and among SET BORROWER 2022, LLC, a Delaware limited liability company (the “Borrower”), the financial institutions from time to time parties hereto, as lenders (each such financial institution, a “Lender” and collectively, the “Lenders”), DEUTSCHE BANK AG, NEW YORK BRANCH, as facility agent (in such capacity, the “Facility Agent”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) and as paying agent (in such capacity, the “Paying Agent”).
Re: CEO Offer Letter Dear Christopher:Employee Covenants Agreement • August 14th, 2024 • Spruce Power Holding Corp • Electric services • Idaho
This offer letter (this “Offer Letter”) memorializes the agreement between you and Spruce Power Holding Corporation (the “Company”) regarding your appointment as President and Chief Executive Officer of the Company.
AMENDED AND RESTATED AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTAnd Arbitration Agreement • August 14th, 2024 • Spruce Power Holding Corp • Electric services • Texas
This Amended and Restated At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”) is made by and between Solar Service Experts, LLC, d/b/a Energy Service Experts (the “Company”), on behalf of itself, its parent, subsidiaries, affiliates, successors, and assigns (together with the Company, the “Company Parties”), and Jonathan M. Norling (“Employee”), amended and restated as of January 1, 2022 and effective as of March 15, 2019 (“Effective Date”). Employee and the Company Parties may sometimes be referenced herein individually as “Party” or collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among XL HYBRIDS, INC., as the Buyer, WORLD ENERGY EFFICIENCY SERVICES, LLC, as the Company, THE HOLDERS OF MEMBERSHIP INTERESTS OF THE COMPANY, as the Sellers, DANNY WADHWANI AND DINESH WADHWANI, as the...Membership Interest Purchase Agreement • August 13th, 2021 • XL Fleet Corp. • Motor vehicle parts & accessories • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of May 17, 2021 by and among XL Hybrids, Inc., a Delaware corporation (the “Buyer”), World Energy Efficiency Services, LLC, a Massachusetts limited liability company (the “Company”), the Persons (as hereinafter defined) listed under the heading “Sellers” on the signature pages hereto (collectively, the “Sellers”), the Persons listed under the heading “Guarantors” on the signature pages hereto (collectively, the “Guarantors”), XL Fleet Corp., a Delaware corporation (the “Parent”) and Richard Galipeau, in his capacity as representative of the Sellers (the “Sellers’ Representative” and, together with the Buyer, the Company, the Sellers, the Guarantors and the Parent, collectively, the “Parties”).
FORM OF SUPPORT AGREEMENTJoinder Agreement • September 18th, 2020 • Pivotal Investment Corp II • Blank checks • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2021 • XL Fleet Corp. • Motor vehicle parts & accessories • Connecticut
This Employment Agreement (this “Agreement”) is effective as of November 4, 2021 (the “Effective Date”) by and between XL Fleet Corp., a Delaware corporation (the “Company”), and James Berklas (“Employee”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 18th, 2020 • Pivotal Investment Corp II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 17th day of September, 2020, by and among Pivotal Investment Corporation II., a Delaware corporation (the “Company”), and the entity named on the signature page hereto (“Subscriber”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).
Credit AgreementCredit Agreement • July 1st, 2024 • Spruce Power Holding Corp • Electric services
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of June 26, 2024, by and among SPRUCE SET BORROWER 2024, LLC, a Delaware limited liability company (the “Borrower”), the financial institutions from time to time parties hereto, as lenders (each such financial institution, a “Lender” and collectively, the “Lenders”), BARINGS GPSF LLC, as facility agent (in such capacity, the “Facility Agent”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) and as paying agent (in such capacity, the “Paying Agent”).
SPRUCE POWER HOLDING CORP. Stock Option Grant Notice Stock Option Grant under the Company’s 2020 Equity Incentive PlanAgreement • April 9th, 2024 • Spruce Power Holding Corp • Electric services • Delaware
ContractXL Fleet Corp. • March 31st, 2021 • Motor vehicle parts & accessories • Massachusetts
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE 1933 ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
PRIVATE & CONFIDENTIALConsulting Agreement • May 10th, 2022 • XL Fleet Corp. • Motor vehicle parts & accessories • Massachusetts
As we have discussed, your employment with XL Fleet Corp. (the “Company”) shall end effective December 1, 2021 (the “Separation Date”). The purpose of this letter agreement (the “Transition and Separation Agreement”) is to set forth the terms of your separation from the Company. Provision of the Separation Benefits described in Section 3 of this Agreement is contingent on your agreement to and compliance with the terms of this Agreement, as set forth below. You have twenty-one (21) calendar days to review this Agreement and sign it if you wish. This Agreement shall become effective on the eighth (8th) day following the date on which you sign it (the “Effective Date”).
eNow, Inc. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT July 13, 2021Convertible Promissory Note Purchase Agreement • August 13th, 2021 • XL Fleet Corp. • Motor vehicle parts & accessories • Delaware
THE SECURITIES MAY BE SOLD ONLY TO “ACCREDITED INVESTORS”, WHICH FOR NATURAL PERSONS, ARE INVESTORS WHO MEET CERTAIN MINIMUM ANNUAL INCOME OR NET WORTH THRESHOLDS.
COOPERATION AGREEMENTCooperation Agreement • June 24th, 2024 • Spruce Power Holding Corp • Electric services • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2024, by and among Spruce Power Holding Corporation, a Delaware corporation (the “Company”), on the one hand, and Clayton Capital Appreciation Fund, L.P. and Clayton Partners LLC (collectively, “Clayton”), on the other hand. The Company and Clayton are each herein referred to as a “party” and collectively, the “parties”. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 15 of this Agreement.
PRIVATE & CONFIDENTIALLetter Agreement • May 10th, 2022 • XL Fleet Corp. • Motor vehicle parts & accessories • Massachusetts
As we have discussed, upon mutual agreement, your employment with XL Fleet Corp. (the “Company”) will terminate effective March 21, 2022 (the “Separation Date”). The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your separation from the Company. This Agreement will become effective upon the eighth day following your execution of this Agreement (the “Effective Date”), provided that you have not revoked it within the seven day period following its execution.
AMENDMENT TO WARRANT TO PURCHASE SERIES D-1 PREFERRED STOCKXL Fleet Corp. • March 31st, 2021 • Motor vehicle parts & accessories • Massachusetts
This Amendment to the Warrant to Purchase Series D-1 Preferred Stock of XL Hybrids, Inc. (this “Amendment”) is made and entered into as of December 15, 2020, by and among XL Hybrids, Inc., a Delaware corporation (the “Company”), and Motiv Partners LLC (“Holder”). Terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2020 • XL Fleet Corp. • Motor vehicle parts & accessories • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [●], by and between XL Fleet Corp., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
