REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of December 19, 2019 by and among Pivotal Acquisition Corp., a Delaware corporation (the Company), each of the Controlling Holders (as defined below), and each other Person identified on Schedule A attached hereto (the Schedule of Investors) as of the date hereof.
WHEREAS, the Company is party to that certain Agreement and Plan of Reorganization, dated as of May 20, 2019 (as amended, the Merger Agreement), by and among the Company, Pivotal Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), LD Topco, Inc., a Delaware corporation (LD Topco), and Carlyle Equity Opportunity GP, L.P., a Delaware limited partnership, solely in its capacity as the initial Representative (as defined therein) thereunder, pursuant to which Merger Sub will merge with and into LD Topco (with LD Topco being the surviving entity) (the Merger) in exchange for LD Topcos stockholders receiving shares of Class A common stock, par value $0.0001 per share, of the Company (the Common Stock and, such shares, the Shares) as provided by the Merger Agreement; and
WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Company has agreed to grant to the Holders (as defined below) certain rights with respect to the registration of the Registrable Securities (as defined below) on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
Section 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1:
Acquired Common has the meaning set forth in Section 9.
Additional Investor has the meaning set forth in Section 9, and shall be deemed to include each such Persons Affiliates, immediate family members, heirs, successors and assigns who may succeed to such Person as a Holder hereunder.
Affiliate of any Person means any other Person controlled by, controlling or under common control with such Person; provided that the Company and its Subsidiaries shall not be deemed to be Affiliates of any Holder. As used in this definition, control (including, with its correlative meanings, controlling, controlled by and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).
Agreement has the meaning set forth in the preamble.
Automatic Shelf Registration Statement has the meaning set forth in Section 2(a).