FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2006 • Taliera CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2006, by and among Taliera Corporation, a Delaware corporation (the "Company"), Taliera Holdings, LLC ("Taliera Holdings"), Martin Frost, Michael Cheek and (together with Taliera Holdings, collectively the "Investors").
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • September 29th, 2006 • Taliera CORP • Blank checks • New York
This Warrant Agreement is made as of , 2006 between Taliera Corporation, a Delaware corporation, with principal executive offices at 250 East 96th Street, Suite 415, Indianapolis, Indiana 46240 (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the "Warrant Agent").
Morgan Joseph & Co., Inc. 600 Fifth Avenue, 19th Floor New York, New York 10020 Ladies and Gentlemen:Taliera CORP • September 29th, 2006 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Taliera Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock of the Company (the "Common Stock") and one Warrant to purchase a share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless Morgan Joseph & Co., Inc. ("Morgan Joseph") informs the Company of its decision to allow earlier separate trading.
