REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2021 • Reinvent Technology Partners Y • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2021, is made and entered into by and among Reinvent Technology Partners Y, a Cayman Islands exempted company (the “Company”), and Reinvent Sponsor Y 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”).
85,000,000 Units Reinvent Technology Partners Y UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2021 • Reinvent Technology Partners Y • Blank checks • New York
REINVENT TECHNOLOGY PARTNERS C New York, New York 10003Reinvent Technology Partners Y • February 12th, 2021 • Blank checks • New York
Reinvent Technology Partners C, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Reinvent Sponsor C LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,875,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 375,000 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 re
AURORA INNOVATION, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2021 • Reinvent Technology Partners Y • Services-computer integrated systems design • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Aurora Innovation, Inc., a Delaware corporation (the “Company”), and [insert name of director/officer] (“Indemnitee”).
Aurora Innovation, Inc. Class A Common Stock, par value $0.00001 Underwriting AgreementUnderwriting Agreement • July 19th, 2023 • Aurora Innovation, Inc. • Services-computer integrated systems design
Aurora Innovation, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 73,333,333 shares the “Firm Shares”) and, at the election of the Underwriters, up to 10,999,999 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.00001 (“Class A Common Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
WARRANT AGREEMENT REINVENT TECHNOLOGY PARTNERS Y and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated: March 15, 2021Warrant Agreement • March 18th, 2021 • Reinvent Technology Partners Y • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 15, 2021, is by and between Reinvent Technology Partners Y, 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 • March 18th, 2021 • Reinvent Technology Partners Y • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Reinvent Technology Partners Y, a Cayman Islands exempted company (the “Company”), and Reinvent Sponsor Y LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • July 15th, 2021 • Reinvent Technology Partners Y • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Reinvent Technology Partners Y New York, New York 10003Letter Agreement • March 18th, 2021 • Reinvent Technology Partners Y • Blank checks • New York
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 Y, 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 97,750,000 of the Company’s units (including up to 12,750,000 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-eighth 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
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 18th, 2021 • Reinvent Technology Partners Y • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Reinvent Technology Partners Y (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (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.
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,
AGREEMENT AND PLAN OF MERGER by and among REINVENT TECHNOLOGY PARTNERS Y, RTPY MERGER SUB INC., and AURORA INNOVATION, INC. dated as of July 14, 2021Agreement and Plan of Merger • July 15th, 2021 • Reinvent Technology Partners Y • Blank checks • Delaware
SUPPORT SERVICES AGREEMENTSupport Services Agreement • March 18th, 2021 • Reinvent Technology Partners Y • Blank checks • New York
This Support Services Agreement (this “Agreement”), dated as of March 15, 2021, is made and entered into by and between Reinvent Technology Partners Y, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 15th, 2021 • Reinvent Technology Partners Y • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 13, 2021, by and between Reinvent Technology Partners Y, a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Investor”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 19th, 2023 • Aurora Innovation, Inc. • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of July 18, 2023 by and among Aurora Innovation, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Certain identified information in this exhibit has been omitted and/or replaced with other terminology because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted or replaced has...Strategic Partnership Agreement • November 2nd, 2023 • Aurora Innovation, Inc. • Services-computer integrated systems design • Delaware
COMMON STOCK PURCHASE AGREEMENT BY AND AMONG AURORA INNOVATION, INC., AND THE PURCHASERS JULY 18, 2023Common Stock Purchase Agreement • July 19th, 2023 • Aurora Innovation, Inc. • Services-computer integrated systems design • Delaware
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 18, 2023, by and among Aurora Innovation, Inc., a Delaware corporation (the “Company”), and the entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).
AURORA INNOVATION, INC. AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • June 15th, 2023 • Aurora Innovation, Inc. • Services-computer integrated systems design • California
This Amendment to Stock Option Agreement (the “Amendment”) is entered into by and between David Maday (“Participant”) and Aurora Innovation, Inc. (the “Company”).
March 15, 2022 Richard Tame via Aurora Operations, Inc. Dear Richard,Letter Agreement • March 17th, 2022 • Aurora Innovation, Inc. • Services-computer integrated systems design
This letter agreement (the “Agreement”) is entered into between Richard Tame (“you”) and Aurora Operations, Inc. (“Aurora” or “we”), effective as of the date signed below (the “Effective Date”), to confirm the terms and conditions of your employment with Aurora.
March 15, 2022 William Mouat via Aurora Operations, Inc. Dear Will,Letter Agreement • March 17th, 2022 • Aurora Innovation, Inc. • Services-computer integrated systems design
This letter agreement (the “Agreement”) is entered into between William Mouat (“you”) and Aurora Operations, Inc. (“Aurora” or “we”), effective as of the date signed below (the “Effective Date”), to confirm the terms and conditions of your employment with Aurora.
Certain identified information in this exhibit has been omitted and/or replaced with other terminology because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted or replaced has...Strategic Partnership Agreement • November 2nd, 2023 • Aurora Innovation, Inc. • Services-computer integrated systems design
This Amendment No. 1 to the Strategic Partnership Agreement (the “Amendment”), by and between Aurora Innovation, Inc., a Delaware corporation having a place of business at 1654 Smallman Street, Pittsburgh, Pennsylvania 15222, and Aurora Operations, Inc., a Delaware corporation having a place of business at 1654 Smallman Street, Pittsburgh, Pennsylvania 15222 (collectively, “Aurora”), and Continental Automotive Technologies GmbH, a German corporation having a place of business at Vahrenwalder Strasse 9, 30165 Hanover, Germany, and Continental Autonomous Mobility Germany GmbH, a German corporation having a place of business at Ringlerstraße 17, 85057 Ingolstadt, Germany (collectively, “Continental”) amends the Strategic Partnership Agreement executed by Aurora and Continental on April 26, 2023 (“Agreement”). This Amendment is effective as of August 30, 2023 (the “Effective Date”). Each of Aurora and Continental is referred to as a “Party” and collectively, the “Parties.” Capitalized term
AURORA INNOVATION, INC. AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • June 17th, 2022 • Aurora Innovation, Inc. • Services-computer integrated systems design • California
This Amendment to Stock Option Agreement (the “Amendment”) is entered into by and between Richard Tame (“Participant”) and Aurora Innovation, Inc. (the “Company”).
STOCK PURCHASE AND AGREEMENT AND PLAN OF MERGER by and among AURORA INNOVATION, INC., AVIAN U MERGER HOLDCO CORP., AVIAN U MERGER SUB CORP., ALPHA U MERGER SUB LLC, BLOCKER U MERGER SUB LLC, SVF YELLOW (USA) CORPORATION, APPARATE USA LLC, UBER...Stock Purchase and Agreement and Plan of Merger • September 29th, 2021 • Reinvent Technology Partners Y • Services-computer integrated systems design • Delaware
This STOCK PURCHASE AND AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 7, 2020, is by and among Aurora Innovation, Inc., a Delaware corporation (“Parent”), Avian U Merger Holdco Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“HoldCo”), Avian U Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of HoldCo (“Avian Merger Sub”), Alpha U Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of HoldCo (“United Merger Sub”), Blocker U Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of HoldCo (“Blocker Merger Sub” and, together with Avian Merger Sub and United Merger Sub, the “Merger Subs”), SVF Yellow (USA) Corporation, a Delaware corporation and a wholly owned Subsidiary of SVF Party (“SVF Blocker”), Apparate USA LLC, a Delaware limited liability company (the “Company”), Uber Technologies, Inc., a Delaware corporation (“United”), and for the limited purposes of t
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 15th, 2021 • Reinvent Technology Partners Y • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of July 14, 2021, by and among Reinvent Sponsor Y LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with Sponsor Holdco, the “Sponsor Parties”), the Persons set forth on Schedule II hereto (each, a “Sponsor Independent Director”), Reinvent Technology Partners Y, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing ) (“Acquiror”), and Aurora Innovation, 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.
March 15, 2022 Chris Urmson via Aurora Operations, Inc. Dear Chris,Letter Agreement • March 17th, 2022 • Aurora Innovation, Inc. • Services-computer integrated systems design
This letter agreement (the “Agreement”) is entered into between Chris Urmson (“you”) and Aurora Innovation, Inc. (“Aurora” or “we”), effective as of the date signed below (the “Effective Date”), to confirm the terms and conditions of your employment with Aurora.
SPONSOR AGREEMENTSponsor Agreement • July 15th, 2021 • Reinvent Technology Partners Y • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of July 14, 2021, is made by and among Reinvent Sponsor Y LLC, a Cayman Islands limited liability company (the “Sponsor”), Reinvent Technology Partners Y, a Cayman Islands exempted company (the “Company”), and Aurora Innovation, Inc., a Delaware corporation (“Aurora”). The Sponsor, the Company and Aurora are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 15th, 2021 • Reinvent Technology Partners Y • Blank checks • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of July 14, 2021, is entered into by and among Reinvent Technology Partners Y, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), RTPY Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and the stockholder party hereto (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • September 1st, 2023 • Aurora Innovation, Inc. • Services-computer integrated systems design • Pennsylvania
This Separation Agreement and Release (“Agreement”) is made by and between Richard Tame (“Employee”) and Aurora Operations, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
David Maday via Aurora Operations, Inc. Dear David,Letter Agreement • August 3rd, 2023 • Aurora Innovation, Inc. • Services-computer integrated systems design
This letter agreement (the “Agreement”) is entered into between David Maday (“you”) and Aurora Operations, Inc. (“Aurora” or “we”), effective as of the date signed below (the “Effective Date”), to confirm the terms and conditions of your employment with Aurora.
Dec 28, 2022 Ossa F. Fisher via Aurora Operations, Inc. Dear Ossa,Aurora Innovation, Inc. • January 30th, 2023 • Services-computer integrated systems design
It is my pleasure to extend you an offer to join Aurora Operations, Inc. (“Aurora” or “we”) as its President. The remainder of this letter agreement (the “Agreement”), and its attachments, discuss the details of this offer. This Agreement shall be effective as of the date signed below (the “Effective Date”).
Aurora Innovation, Inc. Class A Common Stock, par value $0.00001 Underwriting AgreementUnderwriting Agreement • August 1st, 2024 • Aurora Innovation, Inc. • Services-computer integrated systems design
Aurora Innovation, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 116,666,667 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 17,500,000 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.00001 (“Class A Common Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
December 13, 2022 Nolan Shenai via Aurora Operations, Inc.Letter Agreement • February 21st, 2023 • Aurora Innovation, Inc. • Services-computer integrated systems design
This letter agreement (the “Agreement”) is entered into between Nolan Shenai (“you”) and Aurora Operations, Inc. (“Aurora” or “we”), effective as of the date signed below (the “Effective Date”), to confirm the terms and conditions of your employment with Aurora.
