INDEMNITY AGREEMENTIndemnity Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 1, 2020, by and between RODGERS SILICON VALLEY ACQUISITION CORP., a Delaware corporation (the “Company”), Rodgers Capital, LLC, a California limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement an “Indemnitee”).
RODGERS SILICON VALLEY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
The undersigned, Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”) and with the underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only the Representative is listed on Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
WARRANT AGREEMENTWarrant Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 1, 2020, is by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 1, 2020, by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
December 1, 2020 Rodgers Silicon Valley Acquisition Corp. Woodside, CA 94062 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), and Oppenheimer & Co. Inc., (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half 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 adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectu
ENOVIX CORPORATION AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 20, 2023 3.00% Convertible Senior Notes due 2028Indenture • April 21st, 2023 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE dated as of April 20, 2023 between ENOVIX CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2020, is made 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 each of the other undersigned (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”).
ENOVIX CORPORATION AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • August 9th, 2023 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ENOVIX CORPORATION, a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Enovix Corporation Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 9th, 2023 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • New York
Enovix Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. (collectively, the “Agents,” and individually, an “Agent”), as follows:
ENOVIX CORPORATION AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • August 9th, 2023 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ENOVIX CORPORATION, a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • July 19th, 2021 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of July 14, 2021, is made by and between ENOVIX CORPORATION, a Delaware corporation (the “Company”) and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of December 1, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), and Rodgers Capital, LLC, a Delaware limited liability company (the “Purchaser”).
Re: Amended and Restated Employment AgreementEmployment Agreement • July 19th, 2021 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • California
The effective date (“Effective Date”) of this Agreement shall be contingent upon and concurrent with the Closing Date as defined in that certain Agreement and Plan of Merger, dated February 22, 2021, by and among [Rodgers Silicon Valley Acquisition Corp., RSVAC Merger Sub, Inc. and Enovix Corporation] (the “Transaction”) and, contingent on occurrence of the Closing Date, the terms of this Agreement shall supersede and replace, as of the Effective Date, the prior Offer Letter in effect between you and the Company. If the Transaction does not close, this Agreement shall have no effect and shall terminate as of the termination of the Transaction, neither you nor the Company shall have obligations hereunder, and your previous Offer Letter shall control.
WARRANT AGREEMENTWarrant Agreement • July 19th, 2021 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 13, 2021, is by and between Enovix Corporation, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as Warrant Agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
January 20, 2023 Cameron Dales VIA DOCUSIGN Dear Cameron:Enovix Corp • March 1st, 2023 • Miscellaneous electrical machinery, equipment & supplies
This letter sets forth the substance of the separation agreement (the “Agreement”) that Enovix Corporation (the “Company”) is offering to you to aid in your employment transition.
LOCK-UP AGREEMENTLock-Up Agreement • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2021, by and between the undersigned (the “Holder”) and Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among RODGERS SILICON VALLEY ACQUISITION CORP. RSVAC MERGER SUB INC., AND ENOVIX CORPORATION Dated as of February 22, 2021Agreement and Plan of Merger • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 22, 2021, is entered into by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Parent”), RSVAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Enovix Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Certain terms used in this Agreement are used as defined in Section 10.13.
Amendment to INSIDER LETTERInsider Letter • May 10th, 2021 • Rodgers Silicon Valley Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This AMENDMENT TO THE INSIDER LETTER (the “Amendment”), dated as of May ___, 2021, by and among RODGERS SILICON VALLEY ACQUISITION CORP., a Delaware corporation (“Company”) and each stockholder 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, the Sponsor and the Insiders.
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • Delaware
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of February 22, 2021 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Enovix Corporation, a Delaware corporation (the “Company”) and Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2021 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • New York
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement” or the “Agreement”) is entered into this ___ day of February, 2021, by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Pubco”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
ContractDeposit Agreement • November 9th, 2023 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies
Certain identified information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the company if publicly disclosed
Enovix Corporation 2006 Equity Incentive Plan Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Rodgers Silicon Valley Acquisition Corp • May 10th, 2021 • Miscellaneous electrical machinery, equipment & supplies
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Enovix Corporation (the “Company”) has granted you an option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • Delaware
This Company Stockholder Support Agreement (this “Agreement”) is dated as of February ___, 2021, by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I attached hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Enovix Corporation, 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 (as defined below).
Certain identified information marked by [***] has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the Registrant both customarily and actually treats as private and confidential MANUFACTURING...Manufacturing Agreement • August 9th, 2023 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • California
This Manufacturing Agreement (the “Agreement”) is made and entered into as of the last date of signature (the “Effective Date”), by and between Enovix Corporation, a Delaware corporation, 3501 W. Warren Avenue, Fremont, California 94538, U.S.A including its subsidiary in Malaysia, Enovix Malaysia SDN. BHD. (“Enovix”) and YBS International Berhad a Malaysian corporation, with a place of business at No 978, Lorong Perindustrian Bukit Minyak 20, Kawasan Perindustrian Bukit Minyak, 14100 Simpang Ampat, Pulau Pinang, including its wholly owned subsidiary, Orifast Solution Sdn Bhd (“YBS”). Each of YBS and ENOVIX is a “Party” or “party” to this Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks
The undersigned hereby subscribes for 5,750,000 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
January 20, 2023 Ralph Schmitt Re: Employment Terms Dear Ralph:Enovix Corp • March 1st, 2023 • Miscellaneous electrical machinery, equipment & supplies
Enovix Corporation (the “Company”) is pleased to offer you continuing employment in the position of Chief Commercial Officer reporting to the Chief Executive Officer on the terms set forth herein. The terms set forth herein shall supersede and replace in entirety the terms of employment set forth in your existing Amended and Restated Employment Agreement dated June 4, 2021.
RODGERS SILICON VALLEY ACQUISITION CORP.Rodgers Silicon Valley Acquisition Corp • November 25th, 2020 • Blank checks • New York
This letter agreement by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”) and Rodgers Capital, LLC, a California limited liability company (“Rodgers LLC”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-250042) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of [●], 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”).
AMENDMENT TO INSIDER LETTERInsider Letter • July 19th, 2021 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • New York
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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 9th, 2023 • Enovix Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware
STOCK PURCHASE AGREEMENT 1 Article 1 DEFINITIONS AND CONSTRUCTION 1 Section 1.1 Definitions. 1 Section 1.2 Construction. 16 Article 2 THE TRANSACTION 16 Section 2.1 Purchase and Sale of the Sale Shares. 16 Section 2.2 Purchase Price. 16 Section 2.3 Pre-Closing Deliveries. 17 Section 2.4 Leakage. 17 Section 2.5 Closing. 18 Section 2.6 Closing Deliveries. 18 Section 2.7 Withholding Rights. 19 Section 2.8 Consideration Shares. 20 Article 3 REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER 21 Section 3.1 Authority and Enforceability. 21 Section 3.2 No Conflict. 21 Section 3.3 Title to Shares. 21 Section 3.4 Restricted Securities. 21 Section 3.5 Seller Status. 22 Section 3.6 Seller Qualifications. 22 Section 3.7 No Bad Actors. 22 Section 3.8 No General Solicitation. 22 Section 3.9 Legal Proceedings. 22 Section 3.10 Brokers and Finders. 22 Section 3.11 Korean Resident. 23 Section 3.12 The Locked Box Accounts. 23 Article 4 REPRESENTATIONS AND WARRANTIES CONCERNING THE company 23 Section 4.
Enovix Corporation 2016 Equity Incentive Plan Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Option Agreement • May 10th, 2021 • Rodgers Silicon Valley Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies
Pursuant to your Stock Option Grant Notice (“Stock Option Grant Notice”) and this Option Agreement (this “Option Agreement”), Enovix Corporation (the “Company”) has granted you an option under its 2016 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Stock Option Grant Notice at the exercise price indicated in your Stock Option Grant Notice. The option is granted to you effective as of the date of grant set forth in the Stock Option Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Stock Option Grant Notice but defined in the Plan will have the same definitions as in the Plan.
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • May 10th, 2021 • Rodgers Silicon Valley Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies
THIS FIRST AMENDMENT TO OFFICE LEASE dated June 24, 2015 (this “First Amendment”) is entered into by and between M WEST PROPCO – WEST WARREN, LLC, a Delaware limited liability company (“Landlord”), and ENOVIX CORPORATION, a Delaware corporation (“Tenant”), with reference to the following:
RODGERS SILICON VALLEY ACQUISITION CORP.Rodgers Silicon Valley Acquisition Corp • December 7th, 2020 • Blank checks • New York
This letter agreement by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”) and Rodgers Capital, LLC, a California limited liability company (“Rodgers LLC”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-250042) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • May 10th, 2021 • Rodgers Silicon Valley Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies
THIS SECOND AMENDMENT TO OFFICE LEASE dated February 11, 2020 (this “Second Amendment”) is entered into by and between G&I VIII WESTCORE WEST WARREN LP, a Delaware limited partnership (“Landlord”), and ENOVIX CORPORATION, a Delaware corporation (“Tenant”), with reference to the following:
