INDEMNITY AGREEMENTIndemnification Agreement • September 21st, 2020 • ArcLight Clean Transition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [●], 2020, by and between ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
ArcLight Clean Transition Corp. 25,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. and Barclays Capital Inc. (the “Underwriters”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Underwriters as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 her
ArcLight Clean Transition Corp. 200 Clarendon Street, 55th Floor Boston, MA 02116 August 3, 2020Securities Subscription Agreement • September 21st, 2020 • ArcLight Clean Transition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on August 3, 2020 by and between ArcLight CTC Holdings, L.P., a Delaware limited partnership (the “Subscriber” or “you”), and ArcLight Clean Transition Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PROTERRA INC, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [l], 20__ Debt SecuritiesIndenture • December 23rd, 2022 • Proterra Inc • Motor vehicles & passenger car bodies • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 29th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 22, 2020, is entered into by and between ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), and ArcLight CTC Holdings, L.P., a Delaware limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 29th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2020, is made and entered into by and among ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), ArcLight CTC Holdings, L.P., a Delaware limited partnership (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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Proterra Inc and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated as of __________Preferred Stock Warrant Agreement • December 23rd, 2022 • Proterra Inc • Motor vehicles & passenger car bodies • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [], between Proterra Inc, a Delaware corporation (the “Company”), and [], a [corporation] [national banking association] organized and existing under the laws of [] and having a corporate trust office in [], as warrant agent (the “Warrant Agent”).
ArcLight Clean Transition Corp. Boston MA 02116Underwriting Agreement • September 29th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Barclays Capital Inc. as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on For
Proterra Inc and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated as of __________Warrant Agreement • December 23rd, 2022 • Proterra Inc • Motor vehicles & passenger car bodies • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [], between Proterra Inc, a Delaware corporation (the “Company”), and [], a [corporation] [national banking association] organized and existing under the laws of [] and having a corporate trust office in [], as warrant agent (the “Warrant Agent”).
WARRANT AGREEMENT ARCLIGHT CLEAN TRANSITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 25, 2020Warrant Agreement • September 29th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 25, 2020, is by and between ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 25, 2020 by and between ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Proterra Inc and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated as of __________Warrant Agreement • December 23rd, 2022 • Proterra Inc • Motor vehicles & passenger car bodies • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [], between Proterra Inc, a Delaware corporation (the “Company”), and [], a [corporation] [national banking association] organized and existing under the laws of [] and having a corporate trust office in [], as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • April 7th, 2021 • ArcLight Clean Transition Corp. • Motor vehicles & passenger car bodies • Delaware
This Indemnity Agreement, dated as of _________ ____, 202_ is made by and between Proterra Inc, a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2020 • ArcLight Clean Transition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September [●], 2020 by and between ArcLight Clean Transition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SEVERANCE AGREEMENTSeverance Agreement • August 9th, 2023 • Proterra Inc • Motor vehicles & passenger car bodies • California
This Severance Agreement (the “Agreement”) is entered into as of 5/8/2023 (the “Effective Date”) by and between David Scott Black (the “Executive”) and Proterra Inc, a Delaware corporation (the “Company”).
AMENDED AND RESTATED WARRANT AGREEMENT among PROTERRA INC, COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A. Dated June 14, 2021Warrant Agreement • June 17th, 2021 • Proterra Inc • Motor vehicles & passenger car bodies • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated June 14, 2021, is by and among Proterra Inc, a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as Warrant Agent (the “Warrant Agent”) (each a “Party” and collectively, the “Parties”).
ContractLease Agreement • April 7th, 2021 • ArcLight Clean Transition Corp. • Motor vehicles & passenger car bodies
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ARCLIGHT CLEAN TRANSITION CORP.IF PUBLICLY DISCLOSED.
AGREEMENT AND PLAN OF MERGER dated as of January 11, 2021 by and among ArcLight Clean Transition Corp., Phoenix Merger Sub, Inc., and PROTERRA INCMerger Agreement • January 12th, 2021 • ArcLight Clean Transition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 11, 2021, is entered into by and among ArcLight Clean Transition Corp., a Cayman Islands exempted company (“Acquiror”), Phoenix Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Proterra Inc, a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2021 • Proterra Inc • Motor vehicles & passenger car bodies • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2021, is made and entered into by and among Proterra, Inc (f/k/a ArcLight Clean Transition Corp.), a Delaware corporation (the “Company”), ArcLight CTC Holdings, L.P., a Delaware limited partnership (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”).
November 4, 2021Offer Letter • April 18th, 2022 • Proterra Inc • Motor vehicles & passenger car bodies
This letter agreement amends and restates the offer letter between you and Proterra Operating Company, Inc. (the “Company”) dated April 30, 2021 (the “Prior Agreement”) effective as of November 4, 2021.
April 13, 2022 Ms. JoAnn Covington Dear JoAnn:Offer Letter • April 18th, 2022 • Proterra Inc • Motor vehicles & passenger car bodies
This letter agreement amends and restates the offer letter between you and Proterra Operating Company, Inc. (the “Company”) dated March 1, 2017 (the “Prior Agreement”) effective as of April 13, 2022.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 12th, 2021 • ArcLight Clean Transition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ArcLight Clean Transition Corp., a Cayman Islands exempted company (“ArcLight”), and the undersigned subscriber (the “Investor”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among ArcLight, Proterra Inc., a Delaware corporation (the “Company”), and Phoenix Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a subsidiary of ArcLight, on the terms and subject to the conditions therein (such merger, the “Transaction”). In connection with the Transaction, ArcLight is seeking commitments from interested in
RETENTION AGREEMENT Proterra Inc September 15, 2021Retention Agreement • March 14th, 2022 • Proterra Inc • Motor vehicles & passenger car bodies • California
Proterra Inc, a Delaware corporation (the “Company”) is very pleased to offer you the opportunity to receive the retention benefit described below.
March 23, 2021 Ms. Amy Ard Dear Amy:Employment Agreement • April 7th, 2021 • ArcLight Clean Transition Corp. • Motor vehicles & passenger car bodies
This letter agreement amends and restates the offer letter between you and Proterra Inc. (the “Company”), dated April 17, 2017, as amended, (the “Prior Agreement”) effective March 1, 2021.
BINDING LETTER OF INTENT DATED AS OF MARCH 19, 2023Binding Letter of Intent • March 20th, 2023 • Proterra Inc • Motor vehicles & passenger car bodies
Reference is made to that certain Note Purchase Agreement, dated as of August 4, 2020, by and among Proterra Operating Company, Inc., a Delaware corporation formerly known as Proterra Inc. (the “Company”), the Investors (as defined therein) from time to time party thereto, the Guarantors (as defined therein) from time to time party thereto and CSI GP I LLC, as collateral agent (the “Existing Purchase Agreement” and, as amended, the “Purchase Agreement”), and the Secured Convertible Promissory Notes in the initial aggregate principal amount of $200,000,000.00 issued pursuant thereto (the “Existing Notes” and, as amended, the “Notes”). CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP, CS GP I LLC and CSI PRTA Co-Investment LP (collectively, the “Cowen Parties”) purchased and continue to hold Existing Notes in initial aggregate principal amount of $150,000,000.00. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Existing Purch
March 29, 2021 Mr. Jack Allen Dear Jack:Employment Agreement • April 7th, 2021 • ArcLight Clean Transition Corp. • Motor vehicles & passenger car bodies
This letter agreement amends and restates the employment agreement between you and Proterra Inc. (the “Company”), dated March 16, 2020, (the “Prior Agreement”) effective March 1, 2021.
LEASE AGREEMENTLease Agreement • March 17th, 2023 • Proterra Inc • Motor vehicles & passenger car bodies
THIS LEASE AGREEMENT (the “Lease”), made and entered into as of November 13, 2021 (the “date of this Lease”) by and between Proterra Operating Company, Inc., a Delaware corporation (hereinafter referred to as “Tenant”), and Carolina CC Venture XXXVII, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”);
VIA ELECTRONIC DELIVERYSeparation Agreement • November 12th, 2021 • Proterra Inc • Motor vehicles & passenger car bodies • California
This letter agreement ("Agreement") sets forth the terms and conditions of our agreement concerning your separation from Proterra Inc and its subsidiary Proterra Operating Company, Inc. (collectively, "Proterra" or "Company").
THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • May 10th, 2023 • Proterra Inc • Motor vehicles & passenger car bodies • New York
AGREEMENT (this “Amendment”) dated as of April 3, 2023, is entered into by and among PROTERRA OPERATING COMPANY, INC, a Delaware corporation (formerly Proterra Inc.) (“Borrower”), the Lenders identified on the signature pages hereto, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”) as administrative agent for the Lenders (in such capacity, “Agent”), with reference to the following facts:
CONFORMED TO AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTES AND NOTE PURCHASE AGREEMENT DATED AS OF MARCH 31, 2023Secured Convertible Promissory Note and Note Purchase Agreement • April 3rd, 2023 • Proterra Inc • Motor vehicles & passenger car bodies • Delaware
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS OF THE HOLDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT DATED AS OF AUGUST 4, 2020, (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND BETWEEN BANK OF AMERICA, N.A., AS FIRST LIEN AGENT, AND CSI GP I LLC, AS SECOND LIEN AGENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS PROMISSORY NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2021 • Proterra Inc • Motor vehicles & passenger car bodies • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) by and between Proterra Operating Company, Inc, (“Company”) and AJ Cederoth (“Executive” or “you”) (collectively, the “parties”) is entered into, and is effective as of, the date Executive’s employment commences (“Effective Date”), which is intended to be no later than Monday, September 13, 2021.
Amendment No. 4 to Amended and Restated Product Supply AgreementProduct Supply Agreement • March 17th, 2023 • Proterra Inc • Motor vehicles & passenger car bodies
This Amendment No. 4 (“Amendment No. 4”) is entered into by and between Proterra Operating Company, Inc. (fka Proterra, Inc.) (“Proterra”) and TPI, Inc. (“TPI”) effective June 29, 2021 (the “Amendment No. 4 Effective Date”) and amends the Amended and Restated Product Supply Agreement entered into by and between Proterra and TPI effective November 3, 2017 (the “PSA”), as amended on by Amendment No. 1 to the PSA dated December 31, 2018 (“Amendment No. 1”), Amendment No. 2 to the PSA dated October 1, 2019 (“Amendment No. 2”) and Amendment No. 3 to the PSA dated May 13, 2020 (“Amendment No. 3;” and collectively with the PSA and Amendment Nos. 1 and 2, the “Agreement”). Proterra and TPI may be referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.
Proterra Operating Company, Inc.Limited Waiver • March 17th, 2023 • Proterra Inc • Motor vehicles & passenger car bodies
August 1, 2022 Mr. Julian R. Soell Dear Julian:Offer Letter • August 3rd, 2022 • Proterra Inc • Motor vehicles & passenger car bodies
This amended and restated offer letter amends and restates the offer letter between you and Proterra Operating Company, Inc. (the “Company”) dated April 1, 2022 (the “Prior Agreement”) effective as of August 1, 2022.
ContractProduct Supply Agreement • April 7th, 2021 • ArcLight Clean Transition Corp. • Motor vehicles & passenger car bodies • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ARCLIGHT CLEAN TRANSITION CORP.IF PUBLICLY DISCLOSED.
