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.
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.
EMPLOYMENT AGREEMENT BETWEEN EVGO SERVICES LLC AND CATHERINE ZOI JANUARY 15, 2020Employment Agreement • July 8th, 2021 • EVgo Inc • Retail-retail stores, nec • Delaware
THIS AGREEMENT (“Agreement”) is made as of January , 2020 and is effective as of the date of the closing (the “Closing” or the “Effective Date”) of the transactions contemplated by that certain Agreement and Plan of Merger by and among EVgo Holdco, LLC, a Delaware limited liability company, EVgo MergerCo, LLC, a Delaware limited liability company, EVgo Services LLC, a Delaware limited liability company (and any successor thereto, the “Company”), and the other parties thereto, dated as of December 19, 2019 (the “Merger Agreement”), between the Company and Catherine Zoi (“Executive”). In the event that the Closing does not occur or the Merger Agreement is otherwise terminated or abandoned prior to the Closing, then this Agreement shall be null and void ab initio.
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.
AMENDMENT NO. 1 TO FOUNDERS STOCK LETTER AGREEMENTLetter 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.
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”).
