AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July 29, 2021, is made and entered into by and among Cyxtera Technologies, Inc., a Delaware corporation (f/k/a Starboard Value Acquisition Corp.) (the Company), SVAC Sponsor LLC, a Delaware 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 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, on September 9, 2020, the Company and the Initial Holders (as defined below) entered into that certain Registration Rights Agreement (the Existing Registration Rights Agreement), pursuant to which the Company granted the Initial Holders certain registration rights with respect to certain securities of the Company;
WHEREAS, on February 21, 2021, the Company, Mundo Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub 1), Mundo Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (Merger Sub 2), Cyxtera Technologies, Inc., a Delaware corporation (Cyxtera), and Mundo Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Initial Cyxtera Holder (as defined below) (NewCo), entered into that certain Agreement and Plan of Merger (the Merger Agreement), pursuant to which (i) Merger Sub 1 will merge with and into NewCo (the First Merger), with NewCo being the surviving corporation of the First Merger (NewCo, as the surviving corporation of the First Merger, the Surviving Corporation) and (ii) immediately following the consummation of the First Merger and as part of the same overall transaction, the Surviving Corporation will merge with and into Merger Sub 2 (the Second Merger), with Merger Sub 2 continuing as the surviving entity of the Second Merger and a wholly-owned subsidiary of the Company (the Business Combination);
WHEREAS, pursuant to the transactions contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, SIS Holdings LP, a Delaware limited partnership (the Initial Cyxtera Holder), will receive 106,100,000 shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock) in connection with the Business Combination;
WHEREAS, the Initial Holders own 10,105,863 shares of the Companys Class B common stock, par value $0.0001 per share (the Class B Common Stock), which will be converted into an equal number of shares of Common Stock upon the consummation of the Business Combination;
WHEREAS, the Sponsor owns warrants to purchase 6,723,127 shares of Common Stock (the Private Placement Warrants); and
WHEREAS, the Company and the Holders desire to amend and restate the Existing Registration Rights Agreement by entering 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:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: