REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2020 • SCVX Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 23, 2020, is made and entered into by and among SCVX Corp., a Cayman Islands exempted company (the “Company”), SCVX USA LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages 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”).
20,000,000 Units SCVX Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2020 • SCVX Corp. • Blank checks • New York
SCVX CORP. Washington DC 20006Securities Subscription Agreement • December 23rd, 2019 • SCVX Corp. • Blank checks • New York
SCVX Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SCVX USA LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 750,000 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, 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 requires, as used herein “Shares” shall be d
WARRANT AGREEMENT SCVX CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 23, 2020Warrant Agreement • January 28th, 2020 • SCVX Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 23, 2020, is by and between SCVX Corp., 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”).
INDEMNITY AGREEMENTIndemnification Agreement • January 28th, 2020 • SCVX Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between SCVX Corp. (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.
INDEMNITY AGREEMENTIndemnification & Liability • January 28th, 2020 • SCVX Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2020 • SCVX Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between SCVX Corp. (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.
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between SCVX Corp., a Cayman Islands exempted company (the “Company”), and SCVX USA LLC, a Delaware limited liability company (the “Purchaser”).
SCVX Corp. Washington, DC 20006Underwriting Agreement • January 28th, 2020 • SCVX Corp. • 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 SCVX Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the several underwriters named therein (the “Underwriters”), 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 Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half 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 registration
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 28th, 2020 • SCVX Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 23, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between SCVX Corp., a Cayman Islands exempted company (the “Company”), and SCVX USA LLC, a Delaware limited liability company (the “Purchaser”).
SCVX Corp. 1717 Pennsylvania Ave NW, #625 Washington, DC 20006Administrative Services Agreement • January 28th, 2020 • SCVX Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between SCVX Corp. (the “Company”) and Strategic Cyber Ventures, LLC (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 the New York Stock Exchange (the “NYSE”) (the “Listing Date”) 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 on Form S-1 (File No. 333-235694) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCVX USA LLC, shall make available to the Company, at 1717 Pennsylvania Ave NW, #625, Washington, DC 20006 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support s
FORM OF ADMINISTRATIVE SERVICES AGREEMENT SCVX Corp. 1717 Pennsylvania Ave NW, #625 Washington, DC 20006Administrative Services Agreement • January 14th, 2020 • SCVX Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between SCVX Corp. (the “Company”) and Strategic Cyber Ventures, LLC (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 the New York Stock Exchange (the “NYSE”) (the “Listing Date”) 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 on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCVX USA LLC, shall make available to the Company, at 1717 Pennsylvania Ave NW, #625, Washington, DC 20006 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support serv
Mutual Termination of Merger Agreement December 11, 2021Mutual Termination of Merger Agreement • December 13th, 2021 • SCVX Corp. • Special industry machinery, nec
WHEREAS, on May 15, 2021, SCVX Corp., a Cayman Islands exempted company (“Acquiror”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Acquiror, Bloom Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), and Bright Machines, Inc., a Delaware corporation (the “Company” and, together with Acquiror, the “Parties”). Capitalized terms used but not defined in this agreement (this “Agreement”) shall have the meaning ascribed to them in the Merger Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2021 • SCVX Corp. • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT is entered into as of May 15, 2021 (this “Agreement”), by and among SCVX USA LLC (“Sponsor”) and the Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Seller” and, together, the “Sellers”) and XN LP (together with one or more of its designated Affiliates or designated affiliated investment funds to which XN LP assigns this Agreement in accordance with Section 6.2, “Purchaser”).
