SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of May 25, 2021, by and among Valens Semiconductor Ltd., a limited liability company organized under the laws of the State of Israel (the Company), and the Holders (as defined below) who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (including the Prior Agreement). Capitalized terms used and not otherwise defined herein will have the meaning give such terms in the Business Combination Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Company and certain of the Holders are parties to that certain Amended and Restated Investors Rights Agreement dated as of August 2, 2018 (the Prior Agreement);
WHEREAS, PTK Holdings LLC, a Delaware limited liability company (PTK Holder), and PTK Acquisition Corp., a Delaware corporation (SPAC), are parties to that certain Registration Rights Agreement, dated as of July 13, 2020, as amended (the Previous Sponsor Agreement and, together with the Prior Agreement, the Previous Agreements);
WHEREAS, in connection with the consummation of the transactions (the Business Combination) contemplated by the Business Combination Agreement, dated as of May 25, 2021, by and among the Company, Valens Merger Sub, Inc., a Delaware corporation, and SPAC (the Business Combination Agreement), (x) each of the Holders party to the Prior Agreement and the Company desire that, effective upon the Closing (as defined below), the Prior Agreement shall be amended and restated in its entirety and (y) each of PTK Holder and SPAC desire that, effective upon the Closing (as defined below), the Previous Sponsor Agreement shall be terminated and cancelled in its entirety and shall be of no further force and effect;
WHEREAS, this Agreement is being executed concurrently with the entry into the Business Combination Agreement and will become effective upon the Closing (as defined below); and
WHEREAS, the Holders and the Company desire to set forth certain matters regarding the ownership of the shares of the Company as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations and warranties set forth herein, the parties hereby agree as follows:
1. Affirmative Covenants.
1.1 Confidentiality. Each Holder agrees that any information obtained pursuant to this Agreement (including any information about any proposed registration or offering pursuant to Section 2) will not, without the prior written consent of the Company, be disclosed or used for any purpose other than the exercise of rights under this Agreement; provided, however, that disclosure of such information shall be permitted by any Holder as required by applicable law or on a confidential basis to its attorneys, accountants and other professionals and advisors to the extent necessary to obtain their services in connection with monitoring its investment in the Company or enforcement of its rights, and, in case of a corporate entity, to (x) its Affiliates (including without limitation, in the case of Aptiv, the Aptiv Group (each as defined below)) other than with respect to information with respect to which such Affiliate (including without limitation, in the case of Aptiv, the Aptiv Group) has a conflict of interest and (y) to its and such Affiliates officers, directors, employees, general partner (and the officers and directors thereof), attorneys, accountants and other professionals and advisors (collectively, Representatives) on a need-to-know basis; provided that each Holder shall be responsible for any breach of the terms of this Section 1.1 by any of its Representatives.
2. Registration. The following provisions govern the registration of the Companys securities:
2.1 Definitions. As used herein, the following terms have the following meanings:
Aptiv means Aptiv International Holdings (Luxembourg) S.a.r.l. (formerly known as Delphi International Holdings Sarl.).