AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2023 • Niocorp Developments LTD • Metal mining • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2023, is made and entered into by and among NioCorp Developments Ltd., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), GX Acquisition Corp. II, a Delaware corporation (“GX”), GX Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), certain holders of the common shares of the Company (the “Common Shares”) set forth on Schedule 1 hereto (such shareholders, the “NioCorp Holders”), certain current and former stockholders of GX, and other persons and entities, in each case, set forth on Schedule 2 hereto (collectively, the “Investor Holders” and, collectively with the Sponsor, the NioCorp Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each, a “Holder”).
REGISTRATION RIGHTS AGREEMENT JOINDER March 17, 2023Registration Rights Agreement • March 17th, 2023 • Niocorp Developments LTD • Metal mining
Each of Dean Kehler and Cooper 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.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • March 17th, 2023 • Niocorp Developments LTD • Metal mining
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2023, by and among (i) GX Acquisition Corp. II, a Delaware corporation (the “SPAC”), (ii) NioCorp Developments Ltd., a company organized under the laws of the Province of British Columbia (the “Company”), (iii) Continental Stock Transfer & Trust Company, a New York corporation, as the existing Warrant Agent (as defined in the Warrant Agreement) (“Continental”), and (iv) Computershare Inc., a Delaware corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, (“Trust Company,” and together with Computershare Inc., “Computershare”), as the successor Warrant Agent. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agree
EXCHANGE AGREEMENT BY AND AMONG NIOCORP DEVELOPMENTS LTD., ELK CREEK RESOURCES CORP. (F/K/A GX ACQUISITION CORP. II) AND GX SPONSOR II LLC Dated as of March 17, 2023Exchange Agreement • March 17th, 2023 • Niocorp Developments LTD • Metal mining • Delaware
This Exchange Agreement (this “Agreement”) is dated as of March 17, 2023, by and among NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”), Elk Creek Resources Corp. (f/k/a GX Acquisition Corp. II), a Delaware corporation (“GX”), and GX Sponsor II LLC (together with its Permitted Transferees (as defined herein), each an “Exchanging Shareholder” and, collectively, the “Exchanging Shareholders”).
Indemnity AGREEMENTIndemnification Agreement • March 17th, 2023 • Niocorp Developments LTD • Metal mining • British Columbia
NioCorp Developments Ltd., a corporation incorporated under the laws of the Province of British Columbia and having an office at 7000 South Yosemite Street, Suite 115 Centennial, CO 80112
