LOCK-UP AGREEMENTLock-Up Agreement • March 29th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2022 (the “Effective Date”) by and between Sarcos Technology and Robotics Corporation (“STRC”), a Delaware corporation (together with its successors, “STRC”) and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF REORGANIZATION by and among SARCOS TECHNOLOGY AND ROBOTICS CORPORATION, SPIRAL MERGER SUB I, INC., SPIRAL MERGER SUB II, LLC, RE2, INC. AND DRAPER TRIANGLE VENTURES III, LP, as Stockholder Representative March 27, 2022Agreement and Plan of Reorganization • March 29th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of March 27, 2022, by and among Sarcos Robotics and Technology Corporation, a Delaware corporation (“Parent”), Spiral Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Spiral Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), RE2, Inc., a Pennsylvania corporation (the “Company”), and Draper Triangle Ventures III, LP, a Delaware Limited Partnership, solely in its capacity as the agent for and on behalf of the Stockholders under this Agreement (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to such terms in Annex A.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of March 27, 2022 by and among Sarcos Technology and Robotics Corporation, a Delaware corporation (the “Company”), the Stockholders identified on Schedule A hereto who sign this Agreement or a Joinder Agreement (each, a “Stockholder” and together, the “Stockholders”) and Draper Triangle Ventures III, LP (the “Stockholder Representative”), solely in its capacity as the agent for and on behalf the Stockholders. Capitalized terms used herein have the respective meanings ascribed thereto in the Merger Agreement (as defined below) unless otherwise defined herein. This Agreement shall only be effective as of the date of the Closing (the “Closing Date”) and if the Merger Agreement shall terminate in accordance with Article VIII (Termination) of the Merger Agreement, this Agreement shall immediately terminate, without the consent of any of the parties hereto, and be of no further force or effect.
