REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of [●], by and among Pivotal Investment Corporation II, a Delaware corporation (the Company), and each other Person identified on Schedule A attached hereto (the Schedule of Holders) as of the date hereof.
WHEREAS, the Company is party to that certain Agreement and Plan of Reorganization, dated as of September 17, 2020 (the Merger Agreement), by and among the Company, PIC II Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), and XL Hybrids, Inc., a Delaware corporation (XL Hybrids), pursuant to which Merger Sub will merge with and into XL Hybrids (with XL Hybrids being the surviving entity) (the Merger), and each share of common stock, par value $0.0001 per share, of XL Hybrids issued and outstanding immediately prior to the Merger (other than shares cancelled pursuant to Section 1.5 of the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement) will be cancelled and converted into the right to receive shares of Class A common stock, par value $0.0001 per share, of the Company (the Common Stock and, such shares, the Shares), on the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, the Company is a party to that certain Registration Rights Agreement, dated as of July 11, 2019 (the Prior Agreement), by and among the Company and certain of the Holders (as defined below) party thereto;
WHEREAS, in connection with the transactions contemplated by the Merger Agreement, (a) the Company has agreed to grant to the Holders certain rights with respect to the registration of the Registrable Securities (as defined below) on the terms and conditions set forth herein and (b) the Company and the Holders party thereto have agreed to terminate the Prior Agreement; and
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 Holder 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).