Common Contracts
62 similar Registration Rights Agreement contracts by OmniLit Acquisition Corp., Boxed, Inc., Niocorp Developments LTD, others
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2024 • CSLM Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among Fusemachines Inc., a Delaware corporation (the “Company”) (formerly known as CSLM Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation), Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders of Fusemachines Inc., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”) and other persons and entities (collectively with the Sponsor, the Target 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, the “Holders” and each, a “Holder”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT1Registration Rights Agreement • December 29th, 2023 • BurTech Acquisition Corp. • Blank checks • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of [·], 202[·], is made and entered into by and among Blaize Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as BurTech Acquisition Corp., a Delaware corporation), BurTech LP LLC, a Delaware limited liability company (the “Sponsor”), the Persons set forth on Schedule I hereto (together with the Sponsor, the “Sponsor Group”, and each member of the Sponsor Group, a “Sponsor Holder”) and certain former stockholders of Blaize Inc., a Delaware corporation (“Blaize”), set forth on Schedule II hereto (such stockholders, the “Blaize Holders” and, collectively with the Sponsor Group 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2023 • Airship AI Holdings, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 21, 2023, is made and entered into by and among Airship AI Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delaware corporation), Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”), certain former stockholders of Airship AI Holdings, Inc., a Washington corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”) and other persons and entities (collectively with the Sponsor, the Target 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2023 • Infrared Cameras Holdings, Inc. • Optical instruments & lenses • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2023, is made and entered into by and among Infrared Cameras Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as SportsMap Tech Acquisition Corp, a Delaware corporation) (the “Acquirer”)), SportsMap, LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto (such members, the “Sponsor Members”), certain former stock and option holders of Infrared Cameras Holdings, Inc., a Delaware corporation (“ICI”) identified on the signature pages hereto (such holders, the “ICI Holders” and, collectively with the Sponsor, the Sponsor Members, 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, the “Holders” and each, a “Holder”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2023 • OmniLit Acquisition Corp. • Optical instruments & lenses • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2023, is made and entered into by and among Syntec Optics Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as OmniLit Acquisition Corp.), OmniLit Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and OmniLit Holders(the “OmniLit Holders”), and certain former stockholders of Syntec Optics, Inc., a Delaware corporation (“Target”), set forth on Schedule I hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and the OmniLit 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, the “Holders” and each, a “Holder”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2023 • OmniLit Acquisition Corp. • Optical instruments & lenses • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Syntec Optics Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as OmniLit Acquisition Corp.), OmniLit Sponsor LLC, a Delaware limited liability company (the “Sponsor”), [_____], [_____], [_____], [_____] (together with [_____], [_____] and [_____] the “OmniLit Holders”), and certain former stockholders of Syntec Optics, Inc., a Delaware corporation (“Target”), set forth on Schedule I hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and the OmniLit 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among SPECTRAL AI, INC., ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, AND DIRECTOR HOLDERS Dated as of September 11, 2023Registration Rights Agreement • September 15th, 2023 • Spectral AI, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2023, is made and entered into by and among Spectral AI, Inc., a Delaware corporation (the “Company”) (formerly known as Rosecliff Acquisition Corp I, a Delaware corporation), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Spectral MD Holdings Ltd., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”), Frank S. Edmonds and Heather Bellini (together with Michael P. Murphy and Brian Radecki, (collectively, the “Director Holders” and collectively with the Sponsor and the Target Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among SPECTRAL AI, INC., ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, DIRECTOR HOLDERS, AND INVESTOR STOCKHOLDERS Dated as of September [●], 2023Registration Rights Agreement • September 7th, 2023 • Rosecliff Acquisition Corp I • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [●], 2023, is made and entered into by and among Spectral AI, Inc., a Delaware corporation (the “Company”) (formerly known as Rosecliff Acquisition Corp I, a Delaware corporation), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Spectral MD Holdings Ltd., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”), Frank S. Edmonds and Heather Bellini (together with Michael P. Murphy and Brian Radecki, (collectively, the “Director Holders”), and the parties set forth on Schedule 2 hereto (collectively, the “Investor Stockholders” and, collectively with the Sponsor, the Target 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, the “Holders” and each, a “Holder”)
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2023 • BYTE Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Airship AI Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delaware corporation), Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”), certain former stockholders of Airship AI Holdings, Inc., a Washington corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”) and other persons and entities (collectively with the Sponsor, the Target 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, the “Holders” and each, a “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards • New York
This Registration Rights Agreement (as may be amended from time to time, this “Agreement”), dated as of June 20, 2023 is made and entered into by and among Tempo Automation Holdings, Inc., a Delaware corporation (the “Company”), and Asia-IO Advanced Manufacturing Partners, L.P., a Cayman Islands limited partnership (“Asia-IO” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2023 • OmniLit Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Syntec Optics Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as OmniLit Acquisition Corp.), OmniLit Sponsor LLC, a Delaware limited liability company (the “Sponsor”), [_____], [_____], [_____], [_____] (together with [_____], [_____] and [_____] the “OmniLit Holders”), and certain former stockholders of Syntec Optics, Inc., a Delaware corporation (“Target”), set forth on Schedule I hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and the OmniLit 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, the “Holders” and each, a “Holder”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among [SPECTRAL MD, INC.], ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, DIRECTOR HOLDERS, AND INVESTOR STOCKHOLDERS Dated as of [●], 2023Registration Rights Agreement • April 17th, 2023 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among [Spectral MD, Inc.], a Delaware corporation (the “Company”) (formerly known as Rosecliff Acquisition Corp I, a Delaware corporation), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Spectral MD Holdings Ltd., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”), Frank S. Edmonds and Heather Bellini (together with Michael P. Murphy and Brian Radecki, (collectively, the “Director Holders”), and the parties set forth on Schedule 2 hereto (collectively, the “Investor Stockholders” and, collectively with the Sponsor, the Target 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2023 • Near Intelligence, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2023, is made and entered into by and among Near Intelligence, Inc., (formerly known as KludeIn I Acquisition Corp.), a Delaware corporation (the “Company”), KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”), certain persons listed on Schedule 1 hereto (such persons, the “Initial Holders” and, together with the Sponsor, the “Sponsor Parties”), certain equityholders of Near Intelligence Holdings Inc., a Delaware corporation (“Near”) set forth on Schedule 2 hereto (such equityholders, the “Near Holders” and, collectively with the Sponsor Parties 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2023 • Niocorp Developments LTD • Metal mining • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2023, is made and entered into by and among NioCorp Developments Ltd., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), GX Acquisition Corp. II, a Delaware corporation (“GX”), GX Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), certain holders of the common shares of the Company (the “Common Shares”) set forth on Schedule 1 hereto (such shareholders, the “NioCorp Holders”), certain current and former stockholders of GX, and other persons and entities, in each case, set forth on Schedule 2 hereto (collectively, the “Investor Holders” and, collectively with the Sponsor, the NioCorp Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2023 • Growth for Good Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among ZeroNox Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as The Growth for Good Acquisition Corporation, a Cayman Island exempted company limited by shares prior to its domestication as a Delaware corporation), G4G Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Zero Nox, Inc., a Wyoming corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”) and other persons and entities (collectively with the Sponsor, the Target Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2023 • Niocorp Developments LTD • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2023, is made and entered into by and among NIOCORP DEVELOPMENTS LTD., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor” and, collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.12 of this Agreement, for so long as such person or entity holds any Registrable Securities, the “Holders” and each, a “Holder”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2023 • Monterey Capital Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”), Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), set forth on Schedule A (such equityholders, the “ConnectM Holders”), and certain equityholders of the Company set forth on Schedule B (such equityholders, including the Sponsor, the “Sponsor Holders” and, collectively with the ConnectM Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2022 • ACE Convergence Acquisition LLC • Printed circuit boards • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of November 22, 2022 is made and entered into by and among Tempo Automation Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as ACE Convergence Acquisition Corp., a Cayman Islands exempted company prior to its domestication as a Delaware corporation), ACE Convergence Acquisition LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), and certain former stockholders of Tempo Automation, Inc., a Delaware corporation (“Tempo”), identified on the signature pages hereto (such stockholders, the “Tempo Holders,” and, collectively with the Sponsors 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 28th, 2022 • ACE SO5 Holdings LTD • Printed circuit boards • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of November 22, 2022 is made and entered into by and among Tempo Automation Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as ACE Convergence Acquisition Corp., a Cayman Islands exempted company prior to its domestication as a Delaware corporation), ACE Convergence Acquisition LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), and certain former stockholders of Tempo Automation, Inc., a Delaware corporation (“Tempo”), identified on the signature pages hereto (such stockholders, the “Tempo Holders,” and, collectively with the Sponsors 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2022 • Kludein I Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Near Intelligence, Inc., (formerly known as KludeIn I Acquisition Corp.), a Delaware corporation, (the “Company”), KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”), certain persons listed on Schedule 1 hereto (such persons, the “Initial Holders” and, together with the Sponsor the “Sponsor Parties”), certain equityholders of Near Intelligence Holdings Inc., a Delaware corporation (“Near”) set forth on Schedule 2 hereto (such equityholders, the “Near Holders” and, collectively with the Sponsor Parties 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2022 • Eve Holding, Inc. • Aircraft • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2022, is made and entered into by and among Eve Holding, Inc. (formerly known as Zanite Acquisition Corp.), a Delaware corporation (the “Company”), Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Embraer Aircraft Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Embraer S.A. (“EAH”), the executive officers and directors of the Company as of immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement and the other members of the Sponsor identified on the signature pages hereto (such executive officers, directors and members, collectively, the “Zanite Insiders” and, collectively with the Sponsor, EAH and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2022 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Boxed, Inc., a Delaware corporation (the “Company”) (formerly known as Seven Oaks Acquisition Corp., a Delaware corporation), Seven Oaks Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Jones & Associates, Inc. (including any affiliates, “Jones”), certain former stockholders of Giddy Inc., a Delaware corporation (“Boxed”), identified on the signature pages hereto (such stockholders, the “Boxed Holders” and, collectively with the Sponsor, Jones, the Boxed 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2022 • Quanergy Systems, Inc. • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2022, is made and entered into by and among Quanergy Systems, Inc., a Delaware corporation (the “Company”) (formerly known as CITIC Capital Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), CITIC Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”), CITIC Capital MB Investment Limited, the sole member of the Sponsor (the “Sponsor Member”), certain former stockholders of Quanergy Systems, Inc., a Delaware corporation (“Quanergy”) identified on the signature pages hereto (such stockholders, the “Quanergy Holders”), Fanglu Wang, Eric Chan, Henri Arif, Ross Haghighat and Mark Segall (together with Fanglu Wang, Eric Chan, Henri Arif and Ross Haghighat, the “Director Holders” and, collectively with the Sponsor, the Sponsor Member, the Quanergy Holders, and any person or entity who hereaft
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2022 • SES AI Corp • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2022, is made and entered into by and among SES AI Corporation, a Delaware corporation (formerly, Ivanhoe Capital Acquisition Corp.) (the “Company”), Ivanhoe Capital Sponsor LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and certain former stockholders of SES Holdings Pte. Ltd., a Singapore private company limited by shares (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2021, is made and entered into by and among Virgin Orbit Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), NextGen Sponsor II LLC, a Cayman Islands exempted company (the “Sponsor”), certain former stockholders of Vieco USA, Inc., a Delaware corporation (“Vieco USA”), identified on the signature pages hereto (such stockholders, the “VO Holders” and, collectively with the Sponsor, the VO 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, the “Holders” and each, a “Holder”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2021 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ • ], 2021, is made and entered into by and among [Aspiration Inc.], a Delaware corporation (the “Company”) (formerly known as InterPrivate III Financial Partners Inc., a Delaware corporation), InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), certain former holders of shares of common stock, preferred stock and warrants of Aspiration Partners Inc., a Delaware corporation (“Aspiration Partners”), set forth on the signature pages hereto under the heading “Aspiration Partners Holders” (such holders, the “Aspiration Partners Holders”), the undersigned parties listed on the signature pages hereto under the heading “Existing Holders” (the “Existing Holders”), the undersigned parties listed on the signature pages hereto under the heading “Oaktree Holders” (such holders, the “Oaktree Holders”) and EarlyBirdCapital, Inc., a Delaware corporation (“EarlyBird”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2021 • Boxed, Inc. • Retail-catalog & mail-order houses • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Giddy Inc., a Delaware corporation (the “Company”) (formerly known as Seven Oaks Acquisition Corp., a Delaware corporation), Seven Oaks Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Jones & Associates, Inc. (including any affiliates, “Jones”), certain former stockholders of Giddy Inc., a Delaware corporation (“Boxed”), identified on the signature pages hereto (such stockholders, the “Boxed Holders” and, collectively with the Sponsor, Jones, the Boxed 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, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2021 • Planet Labs PBC • Radio & tv broadcasting & communications equipment • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2021, is made and entered into by and among (i) Planet Labs PBC, a Delaware public benefit corporation (the “Company”) (formerly known as dMY Technology Group, Inc. IV, a Delaware corporation), (ii) dMY Sponsor IV, LLC, a Delaware limited liability company (the “Sponsor”), (iii) solely for purposes of Article I, Section 2.4.6 and Article V, (A) Niccolo de Masi and (B) Harry L. You (each, a “Sponsor Principal” and collectively, the “Sponsor Principals”), (iv) (A) Darla Anderson, (B) Francesca Luthi, and (C) Charles E. Wert (each, a “DMY Independent Director” and, collectively, the “DMY Independent Directors” and together with the Sponsor, the “DMY Holders” and each, a “DMY Holder”), and (v) certain former stockholders of Planet Labs Inc., a Delaware corporation (“Planet”) identified on the signature pages hereto (such stockholders, the “Planet Holders” and, collectively with the DMY Holde
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of December 7, 2021 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Tomorrow.io and Pine Technology Merger Corp., a Delaware corporation (“Merger Sub”), Merger Sub merged with and into Tomorrow.io, with Tomorrow.io surviving as a wholly-owned subsidiary of the Company, and all of the shares of capital stock of Tomorrow.io (including those held by the Tomorrow.io Equityholders) were converted into the right to receive common stock of the Company (“Common Stock”); and
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Waldencast plc, a public limited company incorporated under the laws of Jersey (the “Company”) (formerly known as Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its migration and domestication by way of continuance as a public limited company incorporated under the laws of Jersey), Waldencast Long-term Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former shareholders and members, respectively of (i) Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares (“Obagi”), and (ii) Milk Makeup LLC, a Delaware limited liability company (“Milk”), each as set forth on Schedule 1 hereto (such shareholders and members, collectively, the “Target Holders”), Juliette Hickman, Lindsay Pattison, Zack Werner and Sarah Brown (collectively, the “Director Holders”), an
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2021 • Embark Technology, Inc. • Services-computer integrated systems design • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 10, 2021, is made and entered into by and among Embark Technology, Inc., a Delaware corporation (the “Company”) (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation, Northern Genesis Sponsor II LLC, a Delaware limited liability company (“Sponsor” and, together with its Permitted Transferees, the “Sponsor Holders”), certain former stockholders of Embark Trucks Inc. (“Embark”) identified on the signature pages hereto, including the Founders (as defined below) (such stockholders, together with their respective Permitted Transferees, the “Embark Holders” and, collectively with the Sponsor Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.10 of this Agreement, the “Holders” and each, a “Holder”), and solely for purposes of Section 5.12 hereof, Northern Genesis Capital II LLC, a Delaware limited liability company (
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2021 • Nextdoor Holdings, Inc. • Services-computer programming, data processing, etc.
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2021, is made and entered into by and among Nextdoor Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as Khosla Ventures Acquisition Co. II), Khosla Ventures SPAC Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Samir Kaul, Anita Sands, Enrico Gaglioti, and Dmitri Shklovsky (together with the Sponsor, the “KVSB Holders”), and certain former stockholders of Nextdoor, Inc., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and the KVSB 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, the “Holders” and each, a “Holder”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Biotech Acquisition Co • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November [●], 2021, is made and entered into by and among Biotech Acquisition Company, a company incorporated as a Cayman Islands exempted company (the “Company”), Biotech Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of Blade Therapeutics, Inc., a Delaware corporation (“Blade”), set forth on the signature pages hereto (such equityholders, together with their Permitted Transferees (as defined below), the “Blade Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Duddell Street Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 202[_], is made and entered into by and among FiscalNote Holdings, Inc., a Delaware corporation domesticated from Duddell Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), Duddell Street Holdings Limited, a Cayman Islands limited liability company (“Sponsor”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with Sponsor and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, an “Existing Holder” and collectively, the “Existing Holders”), and the undersigned parties listed as a New Holder on the signature pages hereto (each such party, together with any other person deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, a “New Holder” and collectively, the “New Holders”). Capital
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2021 • Aurora Innovation, Inc. • Services-computer integrated systems design • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among Aurora Innovation, Inc., a Delaware corporation (the “Company”) (formerly known as Reinvent Technology Partners Y, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation (prior to the Merger (as defined below)), Reinvent Sponsor Y LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders, prior to the Merger, of Aurora Innovation Holdings, Inc. (formerly known as Aurora Innovation, Inc.), a Delaware corporation (the “Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”), Katharina Borchert, Karen Francis, Colleen McCreary and Anne-Marie Slaughter (collectively, the “Director Holders”), Chris Urmson, Sterling Anderson and Drew Bagnell (collectively, the “Target Founders”) and the parties set forth on Schedule 2 hereto (collectively,
