INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Chris Leininger (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), proposes to sell 30,000,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-quarter of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 4,500,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ● ], 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and [ ● ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2021 by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Drew Brown (“Indemnitee”).
PURCHASE AGREEMENTPurchase Agreement • May 12th, 2022 • Fast Radius, Inc. • Fabricated structural metal products • Delaware
THIS PURCHASE AGREEMENT (the "Agreement"), dated as of May 11, 2022, is made by and between FAST RADIUS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").
INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Tracy B McKibben (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____________, 2021, is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Goldman Sachs Asset Management, L.P. (“GSAM”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, GSAM and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients (“GSAM”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, GSAM and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
ECP Environmental Growth Opportunities Corp. 40 Beechwood Road Summit, NJ 07901ECP Environmental Growth Opportunities Corp. • January 15th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 30, 2020 by and between ENNV Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 1,125,000 of which are subject to forfeiture by you in the event of an initial public offering (“IPO”) of units of the Company if the underwriters of such an IPO, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
WARRANT AGREEMENTWarrant Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
AGREEMENT AND PLAN OF MERGER by and among ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP., ENNV MERGER SUB, INC. and FAST RADIUS, INC. dated as of July 18, 2021Agreement and Plan of Merger • July 19th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of July 18, 2021 (this “Agreement”), is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“Acquiror”), ENNV Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (the “Company”).
FAST RADIUS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 10th, 2022 • ECP Environmental Growth Opportunities Corp. • Fabricated structural metal products • Delaware
This Indemnification Agreement, dated [______________], is made between Fast Radius, Inc., a Delaware corporation (the “Company”), and [______________] (the “Indemnitee”).
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients, including the Permitted Fund Assignees (as defined below) (the “Purchaser”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 12th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and ENNV Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
ASSET PURCHASE AGREEMENT dated as of December 8, 2022 by and among SYBRIDGE DIGITAL SOLUTIONS LLC, as Buyer, and FAST RADIUS, INC., and ITS SUBSIDIARIES SIGNATORY HERETO as SellersAsset Purchase Agreement • December 14th, 2022 • Fast Radius, Inc. • Fabricated structural metal products • Delaware
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of Sellers and Buyer as of the date first above written.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 3rd, 2022 • Fast Radius, Inc. • Fabricated structural metal products • Illinois
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Fast Radius, Inc., (the “Company”) and Prithvi Singh Gandhi (the “Executive”) as of August 13, 2021.
ECP Environmental Growth Opportunities Corp. Summit, New Jersey 07901 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives (together, the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-quarter of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjus
ECP Environmental Growth Opportunities Corp. New Jersey 07901Letter Agreement • January 21st, 2022 • ECP Environmental Growth Opportunities Corp. • Fabricated structural metal products • Delaware
Reference is made to that certain Forward Purchase Agreement, dated as of January 24, 2021, by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients (the “Purchaser” and, together with the Company and the Sponsor, each a “Party” and, collectively, the “Parties”), as amended by that certain First Amendment to Forward Purchase Agreement, dated as of January 31, 2021, and that certain Letter Agreement, dated as of July 18, 2021 (as so amended, the “Forward Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth for such terms in the Forward Purchase Agreement.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 1st, 2022 • ECP Environmental Growth Opportunities Corp. • Fabricated structural metal products
This AMENDMENT NO. 2 (this “Amendment”), entered into and effective as of January 31, 2022, is made to that Agreement and Plan of Merger, dated as of July 18, 2021, as amended by that certain Amendment to Agreement and Plan of Merger, dated as of December 26, 2021 (as so amended, the “Merger Agreement”), by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“Acquiror”), ENNV Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Acquiror (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub, and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 28th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of January 24, 2021, among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients, including the Permitted Fund Assignees (as defined below) (the “Purchaser”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 27th, 2021 • ECP Environmental Growth Opportunities Corp. • Fabricated structural metal products
This Amendment (this “Amendment”), entered into and effective as of December 26, 2021, is made to that Agreement and Plan of Merger, dated as of July 18, 2021 (the “Merger Agreement”), by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“Acquiror”), ENNV Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Acquiror (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub, and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2022 • Fast Radius, Inc. • Fabricated structural metal products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 11, 2022, is entered into by and between FAST RADIUS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Re: Sponsor Support AgreementMerger Agreement • July 19th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
This letter (this “Sponsor Support Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“ENNV”), ENNV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of ENNV (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). This Sponsor Support Agreement hereby amends and restates in its entirety that certain letter agreement, dated February 8, 2021 (the “Prior Letter Agreement”), by and among ENNV, ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member of ENNV’s board of direct
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 10th, 2022 • Fast Radius, Inc. • Fabricated structural metal products
This Amendment to Executive Employment Agreement (this “Amendment”) is effective as of January 16, 2022 (the “Amendment Effective Date”), by and between Lou Rassey (the “Executive”) and Fast Radius, Inc., a Delaware corporation (the “Company”). Each of Executive and the Company are a Party and, together, they are the Parties.
FIRST AMENDMENT to FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
This First Amendment to Forward Purchase Agreement (this “Amendment”) is entered into as of January 31, 2021, among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients, including the Permitted Fund Assignees (the “Purchaser” and collectively with the Company and the Sponsor, the “Parties” and each a “Party”). Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Forward Purchase Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients (“GSAM”), Tracy B. McKibben, Kathryn E. Coffey, Richard Burke, and David Lockwood (together with the Sponsor, GSAM, Ms. McKibben, Ms. Coffey and Mr. Burke, the “ENNV Holders”) and the equityholders designated as Legacy Fast Radius Holders on Schedule A hereto (collectively, the “Legacy Fast Radius Holders”). The ENNV Holders, the Legacy Fast Radius Holders and any Person (as defined herein) who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders.”
Fast Radius, Inc. Chicago, IL 60607 ECP Environmental Growth Opportunities Corp. Summit, New Jersey 07901 Re: Letter Agreement Ladies and Gentlemen:ECP Environmental Growth Opportunities Corp. • January 10th, 2022 • Fabricated structural metal products
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“ENNV”), ENNV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (the “Company”), as amended by that certain Amendment to Agreement and Plan of Merger, dated as of December 26, 2021 (as so amendment, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of ENNV (the “Merger”), and (ii) that certain Company Support Agreement, dated as of July 18, 2021, by and among ENNV, the Company and the stockholders of the Company party thereto (the “Company Support Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 10th, 2022 • Fast Radius, Inc. • Fabricated structural metal products
This Amendment to Executive Employment Agreement (this “Amendment”) is effective as of January 16, 2022 (the “Amendment Effective Date”), by and between Patrick McCusker (the “Executive”) and Fast Radius, Inc., a Delaware corporation (the “Company”). Each of Executive and the Company are a Party and, together, they are the Parties.
ECP Environmental Growth Opportunities Corp.Letter Agreement • July 19th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
Reference is made to that certain Forward Purchase Agreement, dated as of January 24, 2021, by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), ENNV Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients (the “Purchaser” and, together with the Company and the Sponsor, each a “Party” and, collectively, the “Parties”), as amended by that certain First Amendment to Forward Purchase Agreement, dated as of January 31, 2021, by and among the Parties (as so amended, the “Forward Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth for such terms in the Forward Purchase Agreement.
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January [ ● ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and ENNV Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF WARRANTS PURCHASE AGREEMENTForm of Warrants Purchase Agreement • February 1st, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
THIS WARRANTS PURCHASE AGREEMENT, dated as of [ ● ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients, including the Permitted Fund Assignees (as defined below) (the “Purchaser”).
Re: Company Support AgreementMerger Agreement • July 19th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
This letter (this “Company Support Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“ENNV”), ENNV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of ENNV (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2021, by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (“ENNV”), and the undersigned subscriber (the “Investor”).
ECP Environmental Growth Opportunities Corp. Summit, New Jersey 07901ECP Environmental Growth Opportunities Corp. • February 1st, 2021 • Blank checks • New York
This letter agreement by and between ECP Environmental Growth Opportunities Corp., a Delaware corporation (the “Company”), and Energy Capital Partners Management, LP, a Delaware limited partnership (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on a nationally recognized stock exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
