This AMENDMENT TO THE INSIDER LETTER (the Amendment), dated as of July 14, 2021, by and among RODGERS SILICON VALLEY ACQUISITION CORP., a Delaware corporation (Company) and each person identified on the signature pages hereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Insider Letter, dated as of December 1, 2020 (the Insider Letter), by and among the Company and the Initial Stockholders.
W I T N E S S E T H :
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The Company and the Initial Stockholders entered into the Insider Letter.
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The Company and the Initial Stockholders represent all parties to the Insider Letter
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The Company and the Initial Stockholders desire to make an amendment to the Insider Letter as set forth in this Amendment.
The parties hereto accordingly agree as follows:
Section 7.(a) of the Insider Letter is hereby deleted and the following is inserted in its place:
7. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares until the earlier of (A) one year after the completion of the Companys initial Business Combination or (B) subsequent to the Companys initial Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Companys initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Companys stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the Founder Shares Lock-up Period).
2. No Other Amendments. Except for the amendments expressly set forth in this Amendment, the Insider Letter shall remain unchanged and in full force and effect.
3. Entire Agreement. The Insider Letter (as amended by this Amendment), sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and thereof. The Insider Letter (as amended by this Amendment) supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein.