REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this Agreement), dated as of September 15, 2020, is made and entered into by and among Executive Network Partnering Corporation, a Delaware corporation (the Company), ENPC Holdings, LLC, a Delaware limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement (the Securities Purchase Agreement), dated as of June 22, 2020, pursuant to which the Sponsor purchased 690,000 shares (after giving effect to a reverse stock split effected on July 29, 2020) (of which, 90,000 shares were subject to forfeiture) (the Founder Shares) of the Companys Class F common stock, par value $0.0001 per share (the Class F Common Stock) and 120,000 shares (after giving effect to a 100 for one stock split effected on July 17, 2020) (the Performance Shares) of the Companys Class B common stock, par value $0.0001 per share (the Class B Common Stock), and the Sponsor subsequently transferred an aggregate of 30,000 Founder Shares and 3,600 Performance Shares to the other Holders;
WHEREAS, in connection with an upsizing of the Companys initial public offering, the number of Founder Shares increased from 690,000 to 828,000 (of which, 108,000 shares were subject to forfeiture);
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), at the time of the initial Partnering Transaction on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated certificate of incorporation, as may be amended from time to time;
WHEREAS, the Performance Shares are convertible into shares of the Common Stock, on the terms and conditions provided in the Companys amended and restated certificate of incorporation, as may be amended from time to time;
WHEREAS, on September 15, 2020, the Company and the Sponsor entered into that certain Private Placement CAPS Purchase Agreement, pursuant to which the Sponsor agreed to purchase 224,000 CAPS (or up to 245,600 CAPS if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement CAPS), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, each CAPS is comprised of one share of Common Stock and one-quarter of one warrant to purchase one share of Common Stock;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended Partnering Transaction (as defined below), the Sponsor or certain of the Companys officers or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into an additional 60,000 Private Placement CAPS (the Working Capital CAPS) with 15,000 warrants underlying such Working Capital CAPS; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: