AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), is dated as of July 14, 2021, and entered into by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the Company), Rodgers Capital, LLC, a California limited liability company (the Sponsor), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.15 of this Agreement, a Holder and collectively, the Holders). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in that certain Agreement and Plan of Merger by and among the Company, Enovix Corporation, a Delaware corporation (Enovix), and RSVAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company, dated as of February 22, 2021 (the Merger Agreement).
WHEREAS, the Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of December 1, 2020 (the Original RRA);
WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question (the Requisite Holders); and
WHEREAS, the Company, the Sponsor and the Requisite Holders desire to amend and restate the Original RRA in its entirety and 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 mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Original RRA as follows:
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DEFINITIONS. The following capitalized terms used herein have the following meanings:
Adverse Disclosure means 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, 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.
Affiliate means, with respect to any specified Person, any Person that, directly or indirectly through one or more entities, controls or is controlled by, or is under common control with, such specified Person. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.