TALIERA CORPORTION UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2007 • Taliera CORP • Blank checks • New York
The undersigned, Taliera Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as "you," "MJ" or the "Representative") and with the other underwriters named on Schedule I hereto for which MJ is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • February 28th, 2007 • Taliera CORP • Blank checks • New York
This Warrant Agreement is made as of , 2007 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").
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 28th, 2007 • Taliera CORP • Blank checks • New York
This Investment Management Trust Agreement ("Agreement") is made as of , 2007 by and between Taliera Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").
SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • February 28th, 2007 • Taliera CORP • Blank checks • Indiana
This Second Amended and Restated Revolving Line of Credit Agreement ("Agreement"), dated as of February 27, 2007, is by and between Taliera Corporation, a Delaware corporation ("Borrower"), and Taliera Holdings, LLC, an Indiana limited liability company ("Lender").
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • February 28th, 2007 • Taliera CORP • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of , 2007 ("Agreement"), is by and among TALIERA CORPORATION, a Delaware corporation ("Company"), TALIERA HOLDINGS, LLC ("Holdings"), Martin Frost, Michael V. Cheek and Eric D. Todd (collectively, the "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").
February 27, 2007 To the Board of Directors of Taliera Corporation Gentlemen:Taliera CORP • February 28th, 2007 • Blank checks
The undersigned previously subscribed for and agreed to purchase 1,416,667 Warrants ("Insider Warrants") at $1.20 per Insider Warrant, of Taliera Corporation (the "Corporation") for an aggregate purchase price of $1,700,000 ("Purchase Price"), pursuant to terms set forth in Letter Agreements dated July 28, 2006, December 7, 2006 and January 10, 2007 (the "Letter Agreement"). This agreement amends the Letter Agreement to provide for the undersigned's agreement to purchase an additional 250,000 Insider Warrants in accordance with the same terms in the Letter Agreement.
