REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this Agreement), dated as of ________________, 2020, is made and entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the Company), PCPC 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, dated as of September 14, 2020, pursuant to which the Sponsor purchased 690,000 shares (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 (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 [_________] Founder Shares and [_______] Performance Shares to the other Holders;
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 _________________, 2020, the Company and the Sponsor entered into that certain Private Placement CAPS Purchase Agreement, pursuant to which the Sponsor agreed to purchase 200,000 CAPS (or up to 218,000 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, on _________________, 2020, the Company entered into certain Forward Purchase Agreements (the Forward Purchase Agreements) with certain anchor investors (the Forward Purchasers), pursuant to which the Forward Purchasers agreed to purchase an aggregate of up to 3,000,000 shares of Common Stock (the Forward Purchase Shares) in separate private placement transactions to close concurrently with the closing of the initial Partnering Transaction (as defined below);
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.