INDEMNITY AGREEMENTIndemnity Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 1, 2020, by and between RODGERS SILICON VALLEY ACQUISITION CORP., a Delaware corporation (the “Company”), Rodgers Capital, LLC, a California limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement an “Indemnitee”).
RODGERS SILICON VALLEY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
The undersigned, Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”) and with the underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only the Representative is listed on Schedule A, any references to Underwriters shall refer exclusively to the Representative), as follows:
WARRANT AGREEMENTWarrant Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 1, 2020, is by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 1, 2020, by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
December 1, 2020 Rodgers Silicon Valley Acquisition Corp. Woodside, CA 94062 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), and Oppenheimer & Co. Inc., (the “Underwriter”), 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 share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectu
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2020, is made and entered into by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), Rodgers Capital, LLC, a California limited liability company (the “Sponsor”) and each of the other undersigned (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, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of December 1, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”), and Rodgers Capital, LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 7th, 2020 • Rodgers Silicon Valley Acquisition Corp • Blank checks
The undersigned hereby subscribes for 5,750,000 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
RODGERS SILICON VALLEY ACQUISITION CORP.Rodgers Silicon Valley Acquisition Corp • December 7th, 2020 • Blank checks • New York
This letter agreement by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”) and Rodgers Capital, LLC, a California limited liability company (“Rodgers LLC”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-250042) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
