REGISTRATION RIGHTS AGREEMENT JOINDER March 17, 2023
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT JOINDER
March 17, 2023
Each of Xxxx Xxxxxx and Xxxxxx Road, LLC (each a “Major Sponsor Holder” and, together, the “Major Sponsor Holders”) and the other parties listed on Schedule A attached hereto (each, including the Major Sponsor Holders, a “Sponsor Holder,” and collectively, the “Sponsor Holders”), severally and not jointly, is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement, dated as of March 17, 2023 (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Registration Rights Agreement”), by and among NioCorp Developments Ltd. (the “Company”), GX Acquisition Corp. II, GX Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.
By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, each Sponsor Holder hereby agrees, severally but not jointly, to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a “Holder of Registrable Securities” in the same manner as if such Sponsor Holder were an original signatory to the Registration Rights Agreement (and shall also constitute a “Sponsor Member” and a “Permitted Transferee” of the Sponsor under the Registration Rights Agreement), and any and all Common Shares, warrants and any other securities of the Company (collectively, the “New Securities”) distributed (each such distribution, a “Distribution”) to each Sponsor Holder on or after the date hereof shall be included as, and shall constitute, Registrable Securities under the Registration Rights Agreement, and any such Distribution shall not result in the New Securities ceasing to be Registrable Securities.
Pursuant to Section 6.2.2 of the Registration Rights Agreement, the Sponsor hereby unconditionally transfers, assigns, conveys and delivers to the Sponsor Holders, and each Sponsor Holder hereby unconditionally acquires, accepts and assumes, severally and not jointly, all of the rights of the “Sponsor” set forth in the Registration Rights Agreement with respect to, and to the extent of, such Sponsor Holder’s New Securities, and each Sponsor Holder shall be considered the “Sponsor” for purposes of the Registration Rights Agreement with respect to, and to the extent of, such Sponsor Holder’s New Securities, subject to the further clarifications that:
| (i) | for purposes of Section 2.1.3 of the Registration Rights Agreement, the limitation in the proviso thereof shall apply to the Sponsor (to the extent it remains in existence after a Distribution) and the Sponsor Holders, measured collectively; |
| (ii) | for purposes of the third to last sentence of Section 2.1.4 of the Registration Rights Agreement and for purposes of Section 2.4.5 of the Registration Rights Agreement, the limitation shall apply to the Sponsor (to the extent it remains in existence after a Distribution) and the Sponsor Holders, measured collectively; |
| (iii) | for purposes of Section 3.1.2 of the Registration Rights Agreement, the percentage shall apply to the Sponsor (to the extent it remains in existence after a Distribution) and the Sponsor Holders, measured collectively; and |
| (iv) | the Sponsor (to the extent it remains in existence after a Distribution) and the Sponsor Holders each shall be included in the definition of “Demanding Holder”; |
provided, that (1) the Sponsor and each of the Sponsor Holders agree that, without the consent of the Major Sponsor Holders, only the Major Sponsor Holders may initiate the rights provided to the Sponsor and the Sponsor Holders pursuant to Section 2.1.3, Section 2.1.4 and Section 2.4.5 of the Registration Rights Agreement and only the Major Sponsor Holders may initiate an Underwritten Shelf Takedown, a Block Trade or an Other Coordinated Offering as a Demanding Holder, and (y) this Joinder shall not modify, limit or otherwise affect any rights of the Sponsor Manager under the Registration Rights Agreement, including in Sections 6.2.2, 6.6 and 6.7 of the Registration Rights Agreement.
[signature pages follow]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
By:_/s/ Xxxxx X. Xxxxxx___________
Name: Xxxxx X. Xxxxxx
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
By:/s/ Xxxxxx Xxxx________________
Name: Xxxxxx Xxxx
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
EQUITY TRUST COMPANY
CUSTODIAN FBO XXXXXX X. XXXX XXXX XXX
By:/s/ Xxxxxx Xxxx________________
Name: Xxxxxx Xxxx
Title: Authorized Signatory
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
By:/s/ Xxxxxx X. Xxxxxxx____________
Name: Xxxxxx X. Xxxxxxx
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
HW 2015 Trust U/A 7/23/15
By:_/s/ Xxxxxx Xxxxxxxxxx_________
Name: Xxxxxx Xxxxxxxxxx, Trustee
Title: Authorized Signatory
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
XXXXXX ROAD, LLC
By:/s/ Xxx X. Xxxxx______________
Name: Xxx X. Xxxxx
Title: Managing Member
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
By:/s/ Xxxxxx X. Xxxxx____________
Name: Xxxxxx X. Xxxxx
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
XXXXXX ROAD ACQUISITION, LLC
By:_/s/ Xxxxxx X. Xxxxx___________
Name: Xxxxxx X. Xxxxx
Title: Sole Member
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
XXXXXXXXX XXXXXX 2012 TRUST
By:_/s/ Xxxx X. Xxxxxx____________
Name: Xxxx X. Xxxxxx
Title: Co-Trustee, Authorized
Signatory
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
By:_/s/ Xxxx X. Xxxxxx____________
Name: Xxxx X. Xxxxxx
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
By:_/s/ Xxxxxxx X. Xxxxxxx__________
Name: Xxxxxxx X. Xxxxxxx
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
By:_/s/ Xxxx Xxxxx_______________
Name: Xxxx Xxxxx
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
AJA PARTNERS LLC
By:_/s/ Xxxx Xxxxxx______________
Name: Xxxx Xxxxxx
Title: Manager
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
XXXXXX ERISA OPPORTUNITY FUND, LTD.
By: Xxxxxx Capital Partners, L.P., its Investment Manager
By:_/s/ Xxxxxx Xxxxxxxx___________
Name: Xxxxxx Xxxxxxxx
Title: General Counsel
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
ACM ALAMEDA SPECIAL PURPOSE INVESTMENT FUND II LP
By:_/s/ Xxxx Xxxx_________________
Name: Xxxx Xxxx
Title: Authorized Signatory
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
XXXXXX OPPORTUNITY FUND, L.P.
By: Xxxxxx Capital Partners, L.P., its Investment Manager
By: /s/ Xxxxxx Xxxxxxxx___________
Name: Xxxxxx Xxxxxxxx
Title: General Counsel
[Signature Page to Registration Rights Agreement Xxxxxxx]
Accordingly, the undersigned have executed and delivered this Xxxxxxx as of the date first written above.
ATALAYA SPECIAL PURPOSE INVESTMENT FUND II L.P.
By:_/s/ Xxxx Xxxx_________________
Name: Xxxx Xxxx
Title: Authorized Signatory
[Signature Page to Registration Rights Agreement Xxxxxxx]
|
Agreed and Accepted:
|
| NioCorp Developments Ltd. |
|
|
| By: _/s/ Xxxx Xxxx_________________ |
|
Name: Xxxx Xxxx Title: Chief Financial Officer |
[Signature Page to Registration Rights Agreement Xxxxxxx]
Schedule A
| 1. | Xxxxxx Road, LLC |
| 2. | Xxxxxx Road Acquisition, LLC |
| 3. | Xxxx X. Xxxxxx |
| 4. | Xxxxxxxxx Xxxxxx 2012 Trust |
| 5. | Xxxxxxx X. Xxxxxxx |
| 6. | Xxxxxx X. Xxxxx |
| 7. | Xxxxxx X. Xxxxxxx |
| 8. | Xxxxxx Xxxx |
| 9. | Equity Trust Company Custodian FBO Xxxxxx X. Xxxx XXXX XXX |
| 10. | Xxxxx Xxxxxx |
| 11. | HW 2015 Trust u/a 7/23/15, Xxxxxx Xxxxxxxxxx, Trustee |
| 12. | Xxxx Xxxxx |
| 13. | AJA Partners LLC |
| 14. | Atalaya Special Purpose Investment Fund II L.P. |
| 15. | ACM Alameda Special Purpose Investment Fund II LP |
| 16. | Xxxxxx ERISA Opportunity Fund, Ltd. |
| 17. | Xxxxxx Opportunity Fund, L.P. |
