INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 10, 2020 by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 10, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and TortoiseEcofin Borrower LLC, a Delaware limited liability company (the “Purchaser”).
VOLTA INC. Shares of Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • September 26th, 2022 • Volta Inc. • Miscellaneous transportation equipment • New York
Volta Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
WARRANT AGREEMENT between TORTOISE ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 10, 2020Warrant Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 10, 2020, is by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (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”).
Volta Inc. Indemnification AgreementIndemnification Agreement • September 1st, 2021 • Volta Inc. • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”) is made as of August 26, 2021, by and between Volta Inc., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 3rd, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020 by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AGREEMENT AND PLAN OF MERGER Dated as of January 17, 2023 among VOLTA INC. and SHELL USA, INC., SEV SUBSIDIARY, INC.Merger Agreement • January 18th, 2023 • Volta Inc. • Miscellaneous transportation equipment • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 17, 2023, among Volta Inc., a Delaware corporation (the “Company”), Shell USA, Inc., a Delaware corporation (“Parent”), and, following its formation and becoming a party to the Agreement, SEV Subsidiary, Inc., a Delaware corporation to be formed as a direct wholly owned Subsidiary of Parent (“Merger Sub”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 7th day of February, 2021, by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber”).
SECURITIES SUBSCRIPTION AGREEMENT July 29, 2020Securities Subscription Agreement • July 31st, 2020 • Tortoise Acquisition Corp. II • New York
This Securities Subscription Agreement (this “Agreement”), effective as of July 29, 2020, is made and entered into by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Buyer”).
25,000,000 Units TORTOISE ACQUISITION CORP. II ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York
Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to sell 25,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-fourth 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 3,750,000 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 INDEMNIFICATION AGREEMENTIndemnification Agreement • September 1st, 2020 • Tortoise Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between TORTOISE ACQUISITION CORP. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2020, is made and entered into by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin 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”).
September 10, 2020Underwriting Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • 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. II, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering p
ContractTerm Loan, Guarantee and Security Agreement • March 31st, 2023 • Volta Inc. • Miscellaneous transportation equipment • New York
CONFIDENTIAL EXECUTION VERSION 1007791404v7 SETTLEMENT AND RELEASE AGREEMENT I, Scott Mercer, hereby enter into this Settlement and Release Agreement (the “Agreement”) with Volta Charging Industries, LLC (the successor by merger to Volta Industries,...Settlement Agreement • March 31st, 2023 • Volta Inc. • Miscellaneous transportation equipment • California
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2021 • Volta Inc. • Blank checks • California
This Employment Agreement (the “Agreement”), dated as of December 20, 2018 is entered into by and among Volta Industries, Inc. (“Company”) and Scott Mercer (“Executive”).
LOCK-UP AGREEMENTLock-Up Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of February 7, 2021, by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), the undersigned stockholders (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) of Volta Industries, Inc., a Delaware corporation (the “Company”) and the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
TORTOISE ACQUISITION CORP. IIAdministrative Services Agreement • September 15th, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Tortoise Acquisition Corp. II (the “Company”) and Tortoise Capital Advisors, L.L.C. (“Tortoise Capital Advisors”), 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”):
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2021 • Volta Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2021, is made and entered into by and among Volta Inc., a Delaware corporation (f/k/a Tortoise Acquisition Corp. II) (the “Company”), Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, TortoiseEcofin 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”).
Form of Administrative Services Agreement Between the Registrant and Tortoise Capital Advisors, L.L.C.]Administrative Services Agreement • September 3rd, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2021 • Volta Inc. • Blank checks • California
This Employment Agreement (the “Agreement”), dated as of August 11, 2020 (the “Effective Date”)is entered into by and among Volta Industries, Inc. (“Company”) and James DeGraw (“Executive”).
LEASELease • September 1st, 2021 • Volta Inc. • Blank checks • California
This Lease is made and entered into this 8th day of February 2016, by and between 155 De Haro Associates LLC, a California limited liability company (“Landlord”) and Volta Industries, Inc., a Delaware corporation (“Tenant”).
AMENDED AND RESTATED WARRANT AGREEMENT between VOLTA INC., COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of August 26, 2021Warrant Agreement • September 1st, 2021 • Volta Inc. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of August 26, 2021, is by and between Volta Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is made and entered into as of February 7, 2021, by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”) and the undersigned stockholders (each, a “Written Consent Party” and, collectively, the “Written Consent Parties”) of Volta Industries, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • January 18th, 2023 • Volta Inc. • Miscellaneous transportation equipment • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this January 17, 2023, by and among EQUILON ENTERPRISES LLC d/b/a Shell Oil Products US, a Delaware limited liability company (“Subordinated Creditor”), VOLTA CHARGING, LLC, a Delaware limited liability company (“Volta Charging”), VOLTA INC., a Delaware corporation (“Parent”), VOLTA MEDIA LLC, a Delaware limited liability company (“Volta Media”), and VOLTA CHARGING SERVICES LLC, a Delaware limited liability company (“Volta Services” and collectively with Volta Charging, Parent and Volta Media, “Company”), and EICF AGENT LLC, a Delaware limited liability company, as Agent for all Senior Lenders party to the Senior Loan Agreement described below.
VOTING AGREEMENTVoting Agreement • January 18th, 2023 • Volta Inc. • Miscellaneous transportation equipment • Delaware
This Voting Agreement (this “Agreement”), dated as of January 17, 2023, is entered into by and among Shell USA, Inc., a Delaware corporation (“Parent”), and each of the stockholders of Volta Inc., a Delaware corporation (the “Company”), listed on signature pages attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
RE: Sponsor Letter AgreementSponsor Letter Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks
Reference is made to that certain Business Combination Agreement and Plan of Reorganization (the “Combination Agreement”), to be dated as of the date hereof, by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), SNPR Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror, SNPR Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror, and Volta Industries, Inc., a Delaware corporation (the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by the Company, Acquiror, Tortoise Sponsor II LLC, a Cayman Islands limited liability company (“Sponsor”) and the undersigned parties listed under Sponsor on the signature page hereto (each such party, a “Holder, and collectively, the “Holders”) in connection with the transactions contemplated by the Combination Agreement. Capi
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among Tortoise Acquisition Corp. II, SNPR MERGER SUB I, INC., SNPR MERGER SUB II, LLC, and VOLTA INDUSTRIES, INC. Dated as of February 7, 2021Business Combination Agreement • February 8th, 2021 • Tortoise Acquisition Corp. II • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 7, 2021 (this “Agreement”), by and among Tortoise Acquisition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), SNPR Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Volta Industries, Inc., a Delaware corporation (the “Company”).
FORBEARANCE AGREEMENT AND ELEVENTH AMENDMENT TO LOAN AGREEMENTForbearance Agreement and Eleventh Amendment to Loan Agreement • January 24th, 2023 • Volta Inc. • Miscellaneous transportation equipment • New York
This FORBEARANCE AGREEMENT AND ELEVENTH AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is entered into as of January 17, 2023, by and among VOLTA CHARGING, LLC, a Delaware limited liability company (“Volta Charging”), VOLTA MEDIA LLC, a Delaware limited liability company (“Volta Media”), and VOLTA CHARGING SERVICES LLC, a Delaware limited liability company (“Volta Services” and collectively with Volta Charging and Volta Media, “Borrower”), VOLTA INC., a Delaware corporation (“Parent”), VOLTA CHARGING INDUSTRIES, LLC, a Delaware limited liability company (“Volta Industries”), VOLTA CANADA INC., a corporation organized under the laws of Québec, Canada (“Volta Canada”), VOLTA CHARGING GERMANY GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (“Volta Germany”), VOLTA FRANCE SARL, a limited liability company (Société A Responsabilité Limitée) organized under the laws of France (“Volta France”), VOLTA RAKKO B.V., a limited liability
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 1st, 2020 • Tortoise Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 31, 2020, by and between Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and CIBC National Trust Company, a limited-purpose national trust company, for and on behalf of one or more investment vehicles, separate accounts and other clients for which CIBC National Trust Company or its affiliates serves as discretionary or non-discretionary investment manager (the “Purchaser”).
