REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2020 • Reinvent Technology Partners • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 2020, is made and entered into by and among Reinvent Technology Partners, a Cayman Islands exempted company (the “Company”), and Reinvent Sponsor 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”).
Reinvent Technology Partners UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2020 • Reinvent Technology Partners • Blank checks • New York
REINVENT ACQUISITION CORP. New York, New York 10003Reinvent Technology Partners • September 9th, 2020 • Blank checks • New York
Reinvent Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Reinvent Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 14,375,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 1,875,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requi
INDEMNITY AGREEMENTIndemnity Agreement • November 10th, 2020 • Reinvent Technology Partners • Blank checks • Delaware
WARRANT AGREEMENT REINVENT TECHNOLOGY PARTNERS and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 16, 2020Warrant Agreement • September 21st, 2020 • Reinvent Technology Partners • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 16, 2020, is by and between Reinvent Technology Partners, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 21st, 2020 • Reinvent Technology Partners • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 16, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Reinvent Technology Partners, a Cayman Islands exempted company (the “Company”), and Reinvent Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • August 16th, 2021 • Joby Aviation, Inc. • Aircraft • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of by and between Joby Aviation, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Reinvent Technology Partners New York, New York 10003 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 21st, 2020 • Reinvent Technology Partners • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Reinvent Technology Partners, a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 60,000,000 of the Company’s units (including up to 9,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a reg
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2021 • Joby Aviation, Inc. • Aircraft • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2021, is made and entered into by and among Joby Aviation, Inc., a Delaware corporation (the “Company”) (formerly known as Reinvent Technology Partners, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), Reinvent Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders of Joby Aero, Inc., a Delaware corporation (“Joby”) identified on the signature pages hereto (such stockholders, the “Joby Holders”), Sherry Coutu, Charles Hudson, Kristina Salen and Fei-Fei Li (the “Director Holders”) and Reid Hoffman, Mark Pincus, Michael Thompson and David Cohen (collectively, the “Investor Stockholders” and, collectively with the Sponsor, the Joby Holders, the Director Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2020 • Reinvent Technology Partners • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Reinvent Technology Partners (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
AGREEMENT AND PLAN OF MERGER by and among REINVENT TECHNOLOGY PARTNERS, RTP MERGER SUB INC., and JOBY AERO, INC. dated as of February 23, 2021Agreement and Plan of Merger • February 24th, 2021 • Reinvent Technology Partners • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of February 23, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology Partners, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), RTP Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Joby Aero, Inc., a Delaware corporation (the “Company”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • September 21st, 2020 • Reinvent Technology Partners • Blank checks • New York
This Support Services Agreement (this “Agreement”), dated as of September 16, 2020, is made and entered into by and between Reinvent Technology Partners, a Cayman Islands exempted company (the “Company”), and Reinvent Capital LLC, a Delaware limited liability company (the “Service Provider” and, together with the Company, the “Parties” and, each individually, a “Party”).
LOCKUP AGREEMENTLockup Agreement • August 16th, 2021 • Joby Aviation, Inc. • Aircraft • Delaware
however effected, following which either (1) the members of the Board of Directors of the Company or the Surviving Corporation immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the Board of Directors of the company surviving the combination or, if the Surviving Corporation is a Subsidiary, the ultimate parent thereof or (2) the voting securities of the Company, the Surviving Corporation or any of their respective Subsidiaries immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Person resulting from such combination or, if the Surviving Corporation is a Subsidiary, the ultimate parent thereof, or (C) the result of which is a sale of all or substantially all of the assets of the Company or the Surviving C
SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2021 • Reinvent Technology Partners • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 23, 2021, by and between Reinvent Technology Partners, a Cayman Islands exempted company (“RTP”), and the undersigned subscriber (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2023 • Joby Aviation, Inc. • Aircraft • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 27th day of June, 2023, by and between Joby Aviation, Inc., a Delaware corporation (the “Company” or “Joby”), and SK Telecom, Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Investor” and together with Joby, the “Parties”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 24th, 2021 • Reinvent Technology Partners • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of February 23, 2021, by and among Reinvent Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Reinvent Technology Partners, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Joby Aero, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
UMBRELLA AGREEMENTUmbrella Agreement • October 11th, 2022 • Joby Aviation, Inc. • Aircraft • New York
This Umbrella Agreement (“Umbrella Agreement”) is dated as of October 7, 2022 (the “Effective Date”) and is entered into by and between DELTA AIR LINES, INC., a Delaware corporation located at 1030 Delta Boulevard, Atlanta, GA 30354-1989 (“Delta”) and JOBY AERO, INC., a Delaware corporation located at 2155 Delaware Avenue, Suite 225, Santa Cruz, CA 95060 and JOBY AVIATION, INC., a Delaware corporation (Joby Aero, Inc. and Joby Aviation, Inc., collectively referred to herein as “Joby”). Delta and Joby are collectively referred to as the “Parties” and each individually is a “Party.”
COLLABORATION AGREEMENTCollaboration Agreement • June 11th, 2021 • Reinvent Technology Partners • Aircraft • Delaware
This COLLABORATION AGREEMENT (this “Agreement”), effective as of January 11, 2021 (the “Effective Date”), is entered into by and between Joby Aero, Inc., a Delaware corporation located at 340 Woodpecker Ridge, Santa Cruz, CA 95060 (“Joby”) and Uber Technologies, Inc., a Delaware corporation located at 1515 3rd St., San Francisco, CA 94518 (“Uber”).
COMMON STOCK WARRANT AGREEMENT JOBY AVIATION, INC.Warrant Agreement • October 11th, 2022 • Joby Aviation, Inc. • Aircraft • New York
FOR VALUE RECEIVED, Joby Aviation, Inc., a Delaware corporation (the “Company” or “Joby”), hereby certifies that Delta Air Lines, Inc., a Delaware corporation (“Holder”) is, subject to the terms and conditions set forth in this Warrant Agreement, entitled to purchase from the Company Twelve Million Eight Hundred Thirty-Three Thousand Three Hundred Thirty-Three (12,833,333) shares of the Company’s $0.0001 per share par value common stock (the “Common Stock”) in two tranches (each a “Tranche”), the first tranche warrants (the “First Tranche Warrants”) which will permit Holder to purchase up to Seven Million (7,000,000) duly authorized, validly issued, fully paid and nonassessable shares of Common Stock at an exercise price of Ten Dollars ($10) per share (subject to adjustment in accordance with Section 3.3) (the “First Tranche Exercise Price”), and the second tranche warrants (the “Second Tranche Warrants”) which will permit Holder to purchase up to Five Million Eight Hundred Thirty-Thre
AMENDED AND RESTATED COLLABORATION AGREEMENTAmended and Restated Collaboration Agreement • June 11th, 2021 • Reinvent Technology Partners • Aircraft • California
This Amended and Restated Collaboration Agreement (this “Agreement”) is made and entered into this 30th day of August, 2019 (the “Effective Date”), by and between Toyota Motor Corporation, a corporation with offices located at 1, Toyota-cho, Toyota-shi, Aichi 471-8571, Japan (“Toyota”) and Joby Aero, Inc., a Delaware corporation, with offices located at 340 Woodpecker Ridge Road Santa Cruz, CA 95060 (“Joby”), and amends and restates in its entirety that certain Collaboration Agreement, dated as of April 25, 2019 (the “Original Effective Date”), by and between Toyota and Joby (the “Original Agreement”). Each of Toyota and Joby may be referred to herein as a “Party” or collectively as the “Parties”.
LOCKUP AGREEMENTLockup Agreement • August 16th, 2021 • Joby Aviation, Inc. • Aircraft • Delaware
This Lockup Agreement is dated as of [●], 2021 and is between Joby Aviation, Inc., a Delaware corporation (the “Company”) (f/k/a Reinvent Technology Partners, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and each of the stockholder parties identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
Modification To Other Transaction for Prototype Agreement Agreement Between JOBY AERO, INC Santa Cruz, CA 95060 And The United States Air ForcePrototype Agreement • July 6th, 2021 • Reinvent Technology Partners • Aircraft
The Modification to this Agreement is entered into between the United States of America, hereinafter called the Government, represented by the United States Air Force, and Joby Aero Inc. pursuant to and under United States Federal law.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 11th, 2021 • Reinvent Technology Partners • Aircraft
This Memorandum of Understanding (“MOU”) is entered into this 20th day of February, 2021 (“Effective Date”) and sets forth an expanded collaboration between Toyota Motor Corporation (“Toyota”) and Joby Aero, Inc. (“Joby”), on its behalf and on behalf of its affiliated entities from time to time, pursuant to that certain Amended and Restated Collaboration Agreement, dated as of August 30, 2019 (the “Collaboration Agreement”). Toyota and Joby may be collectively referred to in this MOU as the “Parties” and individually as a “Party.”
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2023 • Joby Aviation, Inc. • Aircraft
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of June 27, 2023, by and between Joby Aviation, Inc., a Delaware corporation (“Joby” or the “Company”), and the undersigned subscriber (the “Investor”).
JOBY AVIATION, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 5th, 2023 • Joby Aviation, Inc. • Aircraft
This COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of May 3, 2023, by and between Joby Aviation, Inc., a Delaware corporation (“Joby”), and Baillie Gifford Overseas Limited, acting as agent for and on behalf of the investors set forth in Exhibit A hereto (the “Investors”).
SPONSOR AGREEMENTSponsor Agreement • February 24th, 2021 • Reinvent Technology Partners • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of February 23, 2021, is made by and among Reinvent Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Reinvent Technology Partners, a Cayman Islands exempted company (the “Company”), and Joby Aero, Inc., a Delaware corporation (“Joby Aero”). The Sponsor, the Company and Joby Aero are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT 1 TO THE COLLABORATION AGREEMENTCollaboration Agreement • November 4th, 2022 • Joby Aviation, Inc. • Aircraft
This AMENDMENT 1 (the “Amendment”) to that certain Collaboration Agreement, dated as of January 11, 2021, by and between Joby Aero, Inc., a Delaware corporation located at 340 Woodpecker Ridge, Santa Cruz, CA 95060 (“Joby”), and Uber Technologies, Inc., a Delaware corporation located at 1515 3rd St., San Francisco, CA 94518 (“Uber”), (the “Agreement”), is entered into as of September 1, 2022, by and among the Joby and Uber (each a “Party”, and jointly the “Parties”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.
PARTS SUPPLY AGREEMENTParts Supply Agreement • August 4th, 2023 • Joby Aviation, Inc. • Aircraft
THIS PARTS SUPPLY AGREEMENT (this “Agreement”) is made as of February 15, 2023 (the “Effective Date”), by and between (i) Toyota Motor Corporation, a corporation with offices located at 1, Toyota-cho, Toyota-shi, Aichi 471-8571 (“TOYOTA”), and (ii) Joby Aero, Inc., a Delaware corporation with offices located at 2155 Delaware Ave., Ste. 225, Santa Cruz, CA 95060 (“Joby Aero” and, together with all of the Joby Entities (as defined below), , “JOBY”). Each of TOYOTA and Joby Aero may be referred to herein as a “Party” and together as “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • October 11th, 2022 • Joby Aviation, Inc. • Aircraft • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of October 7, 2022, by and between Joby Aviation, Inc., a Delaware corporation (“Joby”), and the undersigned subscriber (the “Investor”).
Other Transaction for Prototype Agreement Between The United States Air Force and JOBY AERO, Inc.Joby Aviation, Inc. • August 4th, 2023 • Aircraft
This is a Bilateral Modification is entered into between the United States of America, hereinafter called the Government, represented by The United States Air Force (USAF) and Joby Aero, Inc. hereinafter called the Performer, pursuant to Article III B of Agreement FA8614-22-9-0003. The purpose of this modification is Joby Phase 3 Beddown which adds Aircraft 1-9 (e.g., site activation, flight readiness reports, flight test data and reliability reports, etc.), fixed simulator and support, pilot training, maintenance training, Section 848 ETP compliance work, and media as described in Attachment 1 – Statement of Work and Attachment 6 - Beddown. This modification adds Attachment 6 and establishes ALINs: [*****]. The total agreement amount has increased from $24,867,000.00 to $34,431,270.00 and obligation amount has increased from $24,867,000.00 to $34,431,270.00. Additionally, Articles XXVI, XXVII and XXVIII were added; and Articles I, II, V, VI, and Attachment 1 was modified to support th
Other Transaction for Prototype Agreement Between The United States Air Force and JOBY AERO, Inc.Restricted Rights • November 4th, 2022 • Joby Aviation, Inc. • Aircraft
This Bilateral Modification is entered into between the United States of America, hereinafter called the Government, represented by The United States Air Force (USAF) and Joby Aero, Inc., hereinafter called the Performer, pursuant to Article III (B) of Agreement FA8614-22-9-003 and United States Federal law. The purpose of this modification is to add hydrogen, high speed, autonomy, ground support equipment, life cycle questionnaire, and beyond visual line of sight as described in SOW, Attachment 3, and Attachment 5. This modification establishes ALINs: [*****]. The total agreement amount has increased from $4,985,000.00 to $19,770,000.00 and obligation amount has increased from $4,985,000.00 to $19,770,000.00. The agreement also added government furnished property and equipment definition and information; and updated period of performance on ALINS: [*****]. Administrative actions of updating statutory authority and Agreement officer and performer points of contact information were upda
Other Transaction for Prototype Agreement BetweenJoby Aviation, Inc. • May 13th, 2022 • Aircraft
This Agreement is entered into between the United States of America, hereinafter called the Government, represented by The United States Air Force (USAF) and Joby Aero, Inc., hereinafter called the Performer, pursuant to United States Federal law.
