LOCK-UP AGREEMENTLock-Up Agreement • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2021, by and between the undersigned (the “Holder”) and Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • Delaware
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of February 22, 2021 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Enovix Corporation, a Delaware corporation (the “Company”) and Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • Delaware
This Company Stockholder Support Agreement (this “Agreement”) is dated as of February ___, 2021, by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I attached hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Enovix Corporation, 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 (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Rodgers Silicon Valley Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of [●], 2021, 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 the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.15 of this Agreement, a “Holder” and collectively, the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in that certain Agreement and Plan of Merger by and among the Company, Enovix Corporation, a Delaware corporation (“Enovix”), and RSVAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company, dated as of February 22, 2021 (the “Merger Agreement”).
