AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • NextGen 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 (i) Xos, Inc., a Delaware corporation (the “Company”) (formerly known as NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation); (ii) NextGen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and (iii) certain former stockholders of [Legacy Xos] (formerly known as Xos, Inc.), a Delaware corporation (“Xos”) set forth on Schedule I hereto (the “Xos Holders” and, together with the Sponsor 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 LOCK-UP AGREEMENTLetter Agreement • February 22nd, 2021 • NextGen Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Letter Agreement”) is being delivered to Xos, Inc. (f/k/a NextGen Acquisition Corporation), a Delaware corporation (the “Company”), in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among the Company, Sky Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and [Legacy Xos] (f/k/a Xos, Inc.), a Delaware corporation (“Legacy Xos”), pursuant to which, among other things, Merger Sub will be merged with and into Legacy Xos on or about the date hereof (the “Merger”), with Legacy Xos surviving the Merger as a wholly owned subsidiary of the Company. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement.
FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 22nd, 2021 • NextGen Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February [__], 2021, by and among NextGen Sponsor LLC, a Cayman Islands exempted company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Xos, 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.
FORM OF STOCKHOLDER SUPPORT AGREEMENTJoinder Agreement • February 22nd, 2021 • NextGen Acquisition Corp • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of February [__], 2021, by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder”, and collectively, the “Company Stockholders”), and Xos, 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.
