Investor Rights Agreement
This Investor Rights Agreement (this Agreement), dated as of August 9, 2021, is among Environmental Impact Acquisition Corp., a Delaware corporation (the Company), and the other parties hereto identified as a Holder on the signature pages and Schedule A hereto (each, a Holder and collectively, the Holders). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of the date hereof (the Business Combination Agreement), among the Company, Honey Bee Merger Sub, Inc., a Delaware corporation (Merger Sub), and GreenLight Biosciences, Inc., a Delaware corporation (GreenLight).
WHEREAS, the Company, Merger Sub and GreenLight are parties to the Business Combination Agreement, pursuant to which, among other things, on the Closing Date (as defined in the Business Combination Agreement), Merger Sub will merge (the Merger) with and into GreenLight, with GreenLight surviving the Merger as a wholly owned subsidiary of the Company, and the Company will change its name to GreenLight Biosciences, Inc.;
WHEREAS, the Company, HB Strategies LLC, a Delaware limited liability company (HB Strategies), CG Investments Inc. VI, a Canadian corporation (the Sponsor), and the Independent Directors (as defined herein, and, together with HB Strategies and the Sponsor, the Original Holders) are parties to a Registration Rights Agreement dated as of January 13, 2021 (the Prior Agreement);
WHEREAS, the Holders designated as New Holders on Schedule A (the New Holders) will receive upon consummation of the Merger shares of the Companys Common Stock on the Closing Date pursuant to the Business Combination Agreement;
WHEREAS, the Company has entered into separate Subscription Agreements (collectively, the Subscription Agreements) dated as of the date hereof with certain investors (the PIPE Investors), pursuant to which the Company has agreed to issue and sell to the PIPE Investors the number of shares of Common Stock set forth in such Subscription Agreements (the PIPE Shares) in exchange for the purchase price set forth therein, on the terms and subject to the conditions set forth therein; and
WHEREAS, contingent upon and effective as of the Effective Time (as defined in the Business Combination Agreement), the parties to the Prior Agreement desire to terminate the Prior Agreement and to provide for certain rights and obligations included herein and to include the New Holders.
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
Section 1.1 Definitions. For purposes of this Agreement, the following terms and variations thereof have the respective meanings set forth below: