WHEREAS, on July 21, 2020, the Company and the Sponsor entered into that certain Sponsor Warrant Purchase Agreement, pursuant to which the Sponsor agreed to purchase a warrant (the Sponsor Warrant), for an aggregate purchase price of $65,000,000 which will be exercisable for 5.95% of the common shares of the post-Business Combination entity on a fully diluted basis;
WHEREAS, on July 21, 2020, the Company and each of two directors of the Company (the Director Forward Purchasers) entered into those certain Director Forward Purchase Agreements (the Director Forward Purchase Agreements) pursuant to which, at any time subsequent to the date of the consummation of the IPO (but in no event later than immediately prior to the Business Combination Closing), the Company shall issue and sell to the Director Forward Purchasers, and the Director Forward Purchasers shall purchase in the aggregate from the Company, on a private placement basis, the number units consisting of one Class A Share and one-third of one warrant, where each whole warrant is exercisable to purchase one Class A Share at an exercise price of $23.00 per share (each, a Director Forward Purchase Unit), at a purchase price of $20.00 per Director Forward Purchase Unit, set forth in each such Director Forward Purchase Agreement (which amount, in the aggregate as a result of the purchases by the two directors pursuant to the Director Forward Purchase Agreements, will equal $6 million of Director Forward Purchase Units), in each case in accordance with the terms and conditions of the Director Forward Purchase Agreements;
WHEREAS, on July 21, 2020, the Company entered into that certain Director Warrant Purchase Agreement with four of the director nominees of the Company, pursuant to which each such director agreed to purchase a warrant (collectively, the Director Warrants) for a purchase price of up to $812,500,000 (with such director nominees having agreed to purchase an aggregate amount of $2,837,500 Director Warrants), which Director Warrants will be exercisable in the aggregate for approximately 0.26% of the common shares of the post-Business Combination entity on a fully diluted basis;
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 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:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
Agreement shall have the meaning given in the Preamble.
Board shall mean the Board of Directors of the Company.
Business Combination shall have the meaning given in the Recitals hereto.