20,000,000 Units Climate Change Crisis Real Impact I Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2020 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks • New York
Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (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 Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capit
WARRANT AGREEMENTWarrant Agreement • October 5th, 2020 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 29, 2020, is by and between Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
EVgo Inc. 29,411,765 Underwritten Shares of Class A Common Stock Underwriting Agreement May 17, 2023Underwriting Agreement • May 22nd, 2023 • EVgo Inc. • Services-automotive repair, services & parking • New York
EVgo Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 29,411,765 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock” and such shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 4,411,764 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Climate Change Crisis Real Impact I Acquisition Corporation Princeton, NJ 08540Securities Subscription Agreement • August 18th, 2020 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks • New York
We are pleased to accept the offer Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 8th, 2021 • EVgo Inc • Retail-retail stores, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of _______, __, 20__ by and between EVgo Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2020 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 29, 2020, by and between Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • October 5th, 2020 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2020, is made and entered into by and among Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Company”), Climate Change Crisis Real Impact I Acquisition Holdings, 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, members of 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”).
ContractIndemnification Agreement • October 5th, 2020 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • October 5th, 2020 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of September 29, 2020, is entered into by and among Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Company”), and Climate Change Crisis Real Impact I Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2021 • EVgo Inc • Retail-retail stores, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2021, is made and entered into by and among EVgo Inc., a Delaware corporation f/k/a Climate Change Crisis Real Impact I Acquisition Corporation (the “Company”), Climate Change Crisis Real Impact I Acquisition Holdings, LLC, a Delaware limited liability company (the “CRIS Sponsor”), EVgo Holdings, LLC, a Delaware limited liability (“EVgo Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the CRIS Sponsor, the EVgo 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EVGO OPCO, LLC DATED AS OF July 1, 2021Limited Liability Company Agreement • July 8th, 2021 • EVgo Inc • Retail-retail stores, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of July 1, 2021, by and among EVGO OPCO, LLC, a Delaware limited liability company (the “Company”), Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (“PubCo”), CRIS Thunder Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of PubCo (“PubCo Sub”), EVgo Holdings, LLC, a Delaware limited liability company (“EVgo Holdings”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
Climate Change Crisis Real Impact I Acquisition Corporation 300 Carnegie Center, Suite 150, Princeton, NJ 08540 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 5th, 2020 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., BofA Securities, Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprising one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price
EMPLOYMENT AGREEMENT BETWEEN EVGO SERVICES LLC AND DENNIS KISH JANUARY 1, 2022Employment Agreement • March 30th, 2023 • EVgo Inc. • Services-automotive repair, services & parking • Delaware
THIS AGREEMENT (“Agreement”) is made as of January 1, 2022 (the “Effective Date”) between EVgo Services LLC, a Delaware limited liability company (and any successor thereto, the “Company”) and Dennis Kish (“Executive”).
TAX RECEIVABLE AGREEMENT by and among Climate Change Crisis Real Impact I Acquisition Corporation, CRIS THUNDER MERGER LLC, CERTAIN OTHER PERSONS NAMED HEREIN, and Agent DATED AS OF July 1, 2021 TAX RECEIVABLE AGREEMENTTax Receivable Agreement • July 8th, 2021 • EVgo Inc • Retail-retail stores, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 1, 2021, is hereby entered into by and among Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Corporate Taxpayer”), CRIS Thunder Merger LLC, a Delaware limited liability company and wholly owned Subsidiary of the Corporate Taxpayer (“Corporate Taxpayer Sub”), the TRA Holders and the Agent.
Amended & restated EMPLOYMENT AGREEMENT between evgo services llc and Dennis Kish January 17, 2024Employment Agreement • January 17th, 2024 • EVgo Inc. • Services-automotive repair, services & parking • Delaware
THIS AGREEMENT (“Agreement”) is made as of January 17, 2024 (the “Effective Date”) between EVgo Services LLC, a Delaware limited liability company (and any successor thereto, the “Company”), and Dennis Kish (“Executive”) to reflect Executive’s promotion to the role of President of EVgo Inc. (“Parent”) effective as of the Effective Date.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 22nd, 2021 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks • New York
THIS SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 21, 2021 by and between Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned subscriber(s) (“Subscriber”).
AMENDED AND RESTATED NOMINATION AGREEMENTNomination Agreement • March 24th, 2022 • EVgo Inc. • Retail-retail stores, nec • Delaware
This AMENDED AND RESTATED NOMINATION AGREEMENT (this “Agreement”), dated as of March 18, 2022, is entered into by and between EVgo Inc., a Delaware corporation f/k/a Climate Change Crisis Real Impact I Acquisition Corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each a “Principal Stockholder,” and collectively, the “Principal Stockholders”).
23,000,000 Underwritten Shares of Class A Common Stock Underwriting Agreement December 16, 2024Underwriting Agreement • December 18th, 2024 • EVgo Inc. • Services-automotive repair, services & parking • New York
The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of EVgo Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 23,000,000 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock” and such shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,450,000 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AMENDMENT NO. 1 TO FOUNDERS STOCK LETTER AGREEMENTFounders Stock Letter Agreement • July 8th, 2021 • EVgo Inc • Retail-retail stores, nec
Reference is made to that certain letter agreement, dated January 21, 2021 (the “Original Agreement” and, as amended by this Amendment No. 1 (the “Amendment”), the “Letter Agreement”), by and among Climate Change Crisis Real Impact I Acquisition Corporation (“PubCo”), Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”), OC III LVS IX LP, (“OC LP”), TOCU XXXVII LLC, (“TOCU LLC” and, together with OC LP, the “Co-Investors”), Mary Powell, Richard L. Kauffman, Mimi Alemayehou, Anne Frank-Shapiro, Daniel Gross, Amir Mehr and Stephen Moch (collectively, and together with the Sponsor, the “Founder Stockholders” and, together with the Co-Investors, the “Investor Parties”) and EVgo Holdings, LLC (“Holdings”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Original Agreement.
STOCK AND UNIT PURCHASE AGREEMENTStock and Unit Purchase Agreement • December 18th, 2024 • EVgo Inc. • Services-automotive repair, services & parking • Delaware
THIS STOCK AND UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 16, 2024 by and between EVgo OpCo, LLC, a Delaware limited liability company (the “Company”), EVgo Inc., a Delaware corporation (“EVgo”), and EVgo Holdings, LLC (the “Redeeming Member”).
TRANSITION AGREEMENTTransition Agreement • August 2nd, 2023 • EVgo Inc. • Services-automotive repair, services & parking • Delaware
THIS TRANSITION AGREEMENT (this “Agreement”) is made as of August 1, 2023 (the “Effective Date”), by and among EVgo Services LLC, a Delaware limited liability company (and any successor thereto) (the “Company”), EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”), EVgo Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”), EVgo Inc., and Catherine Zoi (the “Executive”).
CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL....Loan Guarantee Agreement • December 12th, 2024 • EVgo Inc. • Services-automotive repair, services & parking
Loan Guarantee Agreement, dated as of December 12, 2024 (this “Agreement”), between the UNITED STATES DEPARTMENT OF ENERGY, an agency of the United States of America (the “Guarantor”) and Evgo Swift Borrower LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Borrower”).
BUSINESS COMBINATION AGREEMENT by and among Climate Change Crisis Real Impact I Acquisition Corporation, CRIS THUNDER MERGER LLC, EVGO HOLDINGS, LLC, EVGO HOLDCO, LLC and EVGO OPCO, LLC Dated as of January 21, 2021Business Combination Agreement • January 22nd, 2021 • Climate Change Crisis Real Impact I Acquisition Corp • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT dated as of January 21, 2021 (this “Agreement”), by and among Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (“SPAC”), CRIS Thunder Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of SPAC (“SPAC Sub”), EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”), EVgo HoldCo, LLC, a Delaware limited liability company (the “Company”) and EVGO OPCO, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“OpCo” and, together with Holdings and the Company, the “EVgo Parties”).
STOCK PURCHASE AGREEMENT by and among INNOGY E-MOBILITY US LLC, INNOGY SE, and EVGO RECARGO HOLDCO LLC Dated as of July 9, 2021Stock Purchase Agreement • July 14th, 2021 • EVgo Inc • Retail-retail stores, nec • Delaware
This STOCK PURCHASE AGREEMENT, dated as of July 9, 2021 (this “Agreement”), is entered into by and among innogy e-Mobility US LLC, a Delaware limited liability company and an indirect Subsidiary of Guarantor (“Seller”), innogy SE, a company incorporated in Germany and solely in its capacity as guarantor and for purposes of ARTICLE IX (“Guarantor”), and EVgo Recargo HoldCo LLC, a Delaware limited liability company (“Buyer”). Except as otherwise indicated, capitalized terms used but not defined herein have the meanings set forth in Annex A of this Agreement.
NOMINATION AGREEMENTNomination Agreement • July 8th, 2021 • EVgo Inc • Retail-retail stores, nec • Delaware
This NOMINATION AGREEMENT (this “Agreement”), dated as of July 1, 2021, is entered into by and between EVgo Inc., a Delaware corporation f/k/a Climate Change Crisis Real Impact I Acquisition Corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each a “Principal Stockholder,” and collectively, the “Principal Stockholders”).
