REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , is made and entered into by and among Reinvent Technology Partners Y, a Cayman Islands exempted company (the Company), and Reinvent Sponsor Y LLC, a Cayman Islands limited liability company (the Sponsor), and any other parties listed on the signature page hereto (together with the sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the Holders and, each, a Holder).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of October 7, 2020, pursuant to which the Sponsor subscribed for an aggregate of 2,875,000 Class B ordinary shares, par value $0.0001 per share (Class B Ordinary Shares), of the Company;
WHEREAS, on February 10, 2021 the Company effected a share capitalization resulting in an increase in the total number of Class B Ordinary Shares outstanding from 2,875,000 to 24,437,500 (the Founder Shares) (which includes up to 3,187,500 shares that are subject to forfeiture by our Sponsor depending on the extent to which the underwriters over-allotment option is exercised);
WHEREAS, on February 10, 2021, the Sponsor entered into those certain Securities Assignment Agreements, pursuant to which the Sponsor assigned an aggregate of 120,000 of its Founder Shares to Katharina Borchert, Karen Francis, Colleen McCreary and Anne-Marie Slaughter;
WHEREAS, the Founder Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated memorandum and articles of association, as may be amended from time to time;
WHEREAS, on the date hereof, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase 7,880,000 warrants (or up to 8,900,000 warrants depending on the extent to which the underwriters in the Companys initial public offering exercise their over-allotment option) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering, each Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50; 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.
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: