EXHIBIT 1.2 TOTAL FINA ELF S.A. PURCHASE AGREEMENT STANDARD PROVISIONS (2003 EDITION) From time to time, Total Fina Elf S.A., a societe anonyme organized under the laws of the Republic of France (the "Company"), may enter into one or more purchase...Purchase Agreement • April 11th, 2003 • Total Fina Elf Sa • Crude petroleum & natural gas • New York
TOTAL S.A. AND THE BANK OF NEW YORK As Depositary AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of October 30, 1991, as amended and restated as of September 30, 1993, as further amended and restated as of...Deposit Agreement • February 21st, 2008 • Total Sa • Crude petroleum & natural gas • New York
DEPOSIT AGREEMENT dated as of October 30, 1991, as amended and restated on September 30, 1993, as further amended and restated as of May 6, 1999, as further amended and restated as of June 21, 1999, as amended and restated as of August 7, 2003, and as further amended and restated as of ___________, 2008 among TOTAL S.A. (f/k/a Total Fina Elf S.A.), a société anonyme organized under the laws of The Republic of France (herein called the “Company”), THE BANK OF NEW YORK, a New York banking corporation (herein called the “Depositary”), and all holders from time to time of American Depositary Shares issued hereunder.
EXHIBIT 1.1 TOTALFINAELF CAPITAL PURCHASE AGREEMENT STANDARD PROVISIONS (2003 EDITION) From time to time, TotalFinaElf Capital S.A., a societe anonyme organized under the laws of the Republic of France (the "Company"), may enter into one or more...Purchase Agreement • April 11th, 2003 • Total Fina Elf Sa • Crude petroleum & natural gas • New York
TOTAL S.A. AND THE BANK OF NEW YORK As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of October 30, 1991, as amended and restated as of September 30, 1993, as further amended and restated as of...Deposit Agreement • May 17th, 2006 • Total Sa • Crude petroleum & natural gas • New York
DEPOSIT AGREEMENT dated as of October 30, 1991, as amended and restated on September 30, 1993, as further amended and restated as of May 6, 1999, as further amended and restated as of June 21, 1999, and as further amended and restated as of August 7, 2003 among TOTAL S.A. (f/k/a Total Fina Elf S.A.), a société anonyme organized under the laws of The Republic of France (herein called the “Company”), THE BANK OF NEW YORK, a New York banking corporation (herein called the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2023 • TotalEnergies SE • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the “Company”), and Global LNG North America Corp., a Delaware corporation (the “Purchaser”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • April 17th, 2015 • Total S.A. • Crude petroleum & natural gas • New York
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
ContractWarrant Agreement • August 6th, 2015 • Total S.A. • Crude petroleum & natural gas • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
BETWEEN TOTAL ANDWarrant Agreement • June 14th, 1999 • Total • Crude petroleum & natural gas • New York
PRE-EMPTIVE RIGHTS AGREEMENTPre-Emptive Rights Agreement • May 11th, 2017 • Total S.A. • Crude petroleum & natural gas • Delaware
This Pre-emptive Rights Agreement (this “Agreement”) is entered into as of May 10, 2017 (the “Effective Date”), by and between Tellurian Inc., a Delaware corporation (“Tellurian” or the “Company”) formerly known as Magellan Petroleum Corporation (“Magellan”), and Total Delaware, Inc., a Delaware corporation (“Total” or the “Purchaser”).
ContractWarrant Agreement • February 16th, 2024 • TotalEnergies SE • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
TOTAL CAPITAL PURCHASE AGREEMENT STANDARD PROVISIONS (2003 Edition)Purchase Agreement • August 6th, 2003 • Total Sa • Crude petroleum & natural gas • New York
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
EXCHANGE AGREEMENTExchange Agreement • August 6th, 2015 • Total S.A. • Crude petroleum & natural gas • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2015, by and between Amyris, Inc., a Delaware corporation (the “Company”), and the individuals or entities listed on Schedule I hereto (each, an “Investor,” and collectively, the “Investors”).
November 4, 2010 Total Gas & Power Ventures SAS 90278 Paris La Défense, France Attn: Mr. Denis Giorno Re: Amended and Restated Confidentiality Agreement Ladies/Gentlemen:Confidentiality Agreement • May 3rd, 2011 • Total Sa • Crude petroleum & natural gas • England
This Amended and Restated Confidentiality Agreement (the “letter agreement”) amends and restates in its entirety the confidentiality agreement between our companies dated September 28, 2010.
AMENDMENT NO. 1 TO THE VOTING AGREEMENTVoting Agreement • July 12th, 2019 • Total S.A. • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment”) to the Voting Agreement, dated as of January 3, 2017 (the “Existing Voting Agreement”), by and among (i) Tellurian Inc. (formerly known as Magellan Petroleum Corporation), a Delaware corporation (the “Tellurian”), (ii) Tellurian Investments LLC, a Delaware limited liability company formerly known as Tellurian Investments Inc., a Delaware corporation (“Tellurian Investments”), (iii) Total Delaware, Inc., a Delaware corporation (“Total”), and (iv) the individuals or trusts set forth on Schedule A of the Agreement who are current stockholders of the Company (each referred to herein individually as a “Stockholder” and collectively, as the “Stockholders”), is hereby made and entered into as of July 10, 2019. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Existing Voting Agreement.
VOTING AGREEMENTVoting Agreement • August 6th, 2015 • Total S.A. • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of July 29, 2015, by and between the stockholder listed on the signature page hereto (the “Stockholder”), and Amyris, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Exchange Agreement (as defined below).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 23rd, 2023 • TotalEnergies SE • Crude petroleum & natural gas • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 13, 2023 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and Global LNG North America Corp., a Delaware corporation (the “Purchaser”). NextDecade and the Purchaser are referred to herein individually as a “Party” and collectively as the “Parties.”
Total Capital International, Company and TOTAL S.A., Guarantor TO The Bank of New York Mellon, acting through its London Branch Trustee First Supplemental Indenture Dated as of February 19, 2019 Supplement to Indenture dated as of February 17, 2012...First Supplemental Indenture • February 19th, 2019 • Total S.A. • Crude petroleum & natural gas • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of February 19, 2019 (this "First Supplemental Indenture"), is entered into by and between Total Capital International, a société anonyme duly organized and existing under the laws of the Republic of France (herein called the "Company"), having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France, and TOTAL S.A., a société anonyme duly organized and existing under the laws of the Republic of France (herein called the "Guarantor"), having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, and The Bank of New York Mellon, acting through its London Branch, as Trustee (herein called the "Trustee") having its principal corporate trust office at One Canada Square, London E14 5AL, United Kingdom.
Purchaser rights agreementPurchaser Rights Agreement • June 23rd, 2023 • TotalEnergies SE • Crude petroleum & natural gas • New York
This PURCHASER RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is entered into by and between NextDecade Corporation, a Delaware corporation (the “Company”), and GLOBAL LNG NORTH AMERICA CORP., a Delaware corporation (the “Purchaser”). Each of the Company and the Purchaser are referred to herein as a “Party” and collectively as the “Parties.”
SUNPOWER CORPORATION $300,000,000 0.75% Senior Convertible Debentures Due 2018 PURCHASE AGREEMENTPurchase Agreement • June 6th, 2013 • Total S.A. • Crude petroleum & natural gas • New York
EXHIBIT A TO DEPOSIT AGREEMENTDeposit Agreement • May 17th, 2006 • Total Sa • Crude petroleum & natural gas
The Bank of New York as Depositary (the “Depositary”), hereby certifies that __________________________ is the owner of _____________ American Depositary Shares (“American Depositary Shares”), representing deposited shares, nominal value 2.50 Euros per share (“Shares”), of TOTAL S.A., a société anonyme organized under the laws of The Republic of France (the ”Company”). At the date hereof, each American Depositary Share represents one Share (or evidence of rights to receive one Share) either deposited or subject to deposit under the Deposit Agreement (hereinafter defined) at the principal Paris office of BNP Paribas Securities Services (the “Custodian”) or such other offices of the Depositary or its agents as may from time to time be appointed (collectively, the “Custodians”). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal e
JOINT FILING AGREEMENTJoint Filing Agreement • December 23rd, 2011 • Total Sa • Crude petroleum & natural gas
Each of the undersigned hereby agrees that this statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.
SunPower CorporationLock-Up Agreement • December 9th, 2015 • Total S.A. • Crude petroleum & natural gas • New York
JOINT FILING AGREEMENTJoint Filing Agreement • February 2nd, 2012 • Total Sa • Crude petroleum & natural gas
Each of the undersigned hereby agrees that this statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.
RECENT DEVELOPMENTSGas Sales Agreement • September 25th, 2009 • Total Sa • Crude petroleum & natural gas
TOTAL and the partners of the Bongkot Joint Venture announced on September 22, 2009, that a Gas Sales Agreement has been signed with PTT covering all gas production from the Greater Bongkot South (GBS) field in the Gulf of Thailand. The Joint Venture is operated by PTTEP (44.45%), alongside partners Total (33.33%) and BG Group (22.22%).
JOINT FILING AGREEMENTJoint Filing Agreement • August 18th, 2022 • TotalEnergies SE • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
AMYRIS, INC. AMENDMENT NO. 6 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 6th, 2015 • Total S.A. • Crude petroleum & natural gas • California
This Amendment No. 6 to the Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made and entered into as of July 26, 2015, by and among Amyris, Inc., a Delaware corporation (the “Company”), the Investors and the Common Holders.
The United Nations Development Program (UNDP) and Total Sign Cooperation Agreement for the Asia-Pacific RegionCooperation Agreement • October 13th, 2006 • Total Sa • Crude petroleum & natural gas
Paris, Bangkok — October 12, 2006 — Elizabeth Fong, Manager of UNDP’s Regional Center in Bangkok (RCB), and Bruno Weymuller, member of Total’s Executive Committee (France) and President, Strategy and Risk Assessment, today signed a three-year, renewable cooperation agreement covering joint actions in the Asia-Pacific region, where both organizations have a strong presence.
JOINT FILING AGREEMENTJoint Filing Agreement • June 18th, 2014 • Total S.A. • Crude petroleum & natural gas
Each of the undersigned hereby agrees that this statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.
Eni and Total Sign Agreement on EST TechnologyLicense and R&d Cooperation Agreement • October 13th, 2015 • Total S.A. • Crude petroleum & natural gas
Paris, September 14, 2015 – Eni and Total have entered into a special license and R&D Cooperation Agreement for Eni Slurry Technology (EST) and started today to work together to evaluate and tailor the technology to Total’s requirements.
JOINT FILING AGREEMENTJoint Filing Agreement • February 27th, 2017 • Total S.A. • Crude petroleum & natural gas
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of this Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
NOVATION AGREEMENTNovation Agreement • February 16th, 2024 • TotalEnergies SE • Crude petroleum & natural gas • Delaware
THIS NOVATION AGREEMENT (the “Agreement”) is entered into as of February 14, 2024, by and among SunPower Corporation, a Delaware corporation (the “Company”), TotalEnergies Solar INTL SAS, formerly known as Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“TotalEnergies”), TotalEnergies Gaz & Electricité Holdings SAS, formerly known as Total Gaz Electricité Holdings France SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Total Gaz”), and Sol Holding, LLC, a Delaware limited liability company (“Investor”).
EXECUTION VERSIONPurchase Agreement • June 18th, 2014 • Total S.A. • Crude petroleum & natural gas
We refer to the purchase agreement expected to be entered into on or around [June 5, 2014] (the “Purchase Agreement”) between SunPower Corporation (the “Company”) and Deutsche Bank Securities Inc. (“DBSI”), as Representative of the several Initial Purchasers to be named therein (the “Initial Purchasers”), with respect to the Senior Convertible Debentures due 20[21] (the “Securities”) proposed to be sold by the Company thereunder to the Initial Purchasers and issued pursuant to an indenture (the “Indenture”) to be entered into between the Company and Wells Fargo Bank National Association, as trustee. This letter agreement (the “Letter Agreement”), when agreed to and accepted by DBSI, will evidence the agreement between the Initial Purchasers and Total Energies Nouvelles Activités USA, a société par actions simplifiée organized under the laws of the Republic of France (the “Acquiring Party”), regarding the commitment (the “Commitment”) by the Acquiring Party to purchase Securities from t
AMENDMENT TO LETTER AGREEMENTLetter Agreement • February 16th, 2024 • TotalEnergies SE • Crude petroleum & natural gas
This AMENDMENT (this “Amendment”) to the Letter Agreement, dated September 12, 2022 (the “Letter Agreement”), by and between GIP III Sol Acquisition, LLC, a Delaware limited liability company (“GIP”), TotalEnergies Renewables USA, LLC, a Delaware limited liability company (“TotalEnergies USA”, and together with GIP, the “Sponsors”) and Sol Holding, LLC, a Delaware limited liability company (the “Company” and together with the Investors, the “Parties”), is made and entered into as of February 14, 2024 by and between the Sponsors and the Company. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning given to them in the Letter Agreement.
TotalEnergies Capital, Company and TotalEnergies SE, Guarantor TO The Bank of New York Mellon, acting through its London Branch Trustee Third Supplemental Indenture Dated as of June 17, 2021 Supplement to Indenture dated as of October 2, 2009, as...Third Supplemental Indenture • June 17th, 2021 • TotalEnergies SE • Crude petroleum & natural gas • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of June 17, 2021 (this “Third Supplemental Indenture”), is entered into by and between TotalEnergies Capital, a société anonyme duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 428 292 023 (herein called the “Company”), having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France, and TotalEnergies SE, a European company (Societas Europaea or SE) duly organized and existing under the laws of the Republic of France, registered with the Registre du Commerce et des Sociétés of Nanterre under number 542 051 180 (herein called the “Guarantor”), having its principal office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, and The Bank of New York Mellon, acting through its London Branch, as Trustee (herein called the “Trustee”) having its principal corporate trust office at One Canada Square, London E14 5AL,
TotalEnergies Capital, Company and TotalEnergies SE, Guarantor TO The Bank of New York Mellon, acting through its London Branch Trustee Fifth Supplemental Indenture Dated as of September 10, 2024 Supplement to Indenture dated as of October 2, 2009, as...Fifth Supplemental Indenture • September 10th, 2024 • TotalEnergies SE • Crude petroleum & natural gas
of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
