REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of December 17, 2020, by and among Golden Falcon Acquisition Corp., a Delaware corporation (the Company), Golden Falcon Sponsor Group, 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, members of 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 Holders as of the date of this Agreement own, in the aggregate, 8,625,000 shares of the Companys Class B common stock, par value $0.0001 per share (the Founder Shares); and
WHEREAS, up to an aggregate of 1,125,000 Founder Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection with the Companys initial public offering is not exercised in full; and
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 Business Combination, or earlier at the option of the holder (as defined below) 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; and
WHEREAS, on December 17, 2020, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 8,000,000 warrants (or up to 8,900,000 warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering, each Private Placement Warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share; 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 covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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DEFINITIONS. The following capitalized terms used herein have the following meanings:
Adverse Disclosure is defined in Section 3.5.
Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
Board is defined in Section 3.1.1.
Business Combination means the acquisition of direct or indirect ownership through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.
Commission means the U.S. Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.
Common Stock is defined in the recitals to this Agreement.