Sponsor Letter Agreement
Concurrent with the execution of the Business Combination Agreement, CG Investments Inc. VI, a Canadian corporation (“ENVI Sponsor”), HB Strategies LLC, a Delaware limited liability company (“HB Strategies”), and the other holders of Class B Common Stock, par value $0.0001 per share, of ENVI (“Class B Common Stock”), entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”) with ENVI and GreenLight, pursuant to which, among other things, (a) each of ENVI Sponsor, HB Strategies and the other holders of Class B Common Stock agreed to vote in favor of the each of the transactions contemplated in the Business Combination Agreement, and (b) if more than 25% of the issued and outstanding shares of ENVI Class A Common Stock (as of the date of the Sponsor Letter Agreement) elect to redeem their shares in accordance with the redemption procedures under ENVI’s amended and restated certificate of incorporation, ENVI Sponsor and HB Strategies agreed to forfeit an aggregate number of warrants equal to 25% of the Company’s outstanding private placement warrants.
A copy of the Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.
Private Placement
Concurrently with the execution of the Business Combination Agreement, ENVI entered into Subscription Agreements with certain investors (collectively, the “Private Placement Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase and ENVI agreed to issue and sell to such investors, an aggregate of 10,525,000 ENVI Class A Shares (the “Private Placement Shares”), at a purchase price of $10.00 per share (the “Private Placement”). The closing of the Private Placement is contingent upon, among other things, the substantially concurrent consummation of the Business Combination and related transactions.
In connection with the Private Placement, ENVI will grant the Private Placement Investors certain customary registration rights. The Private Placement Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder without any form of general solicitation or general advertising.
The form of Subscription Agreement is attached as Exhibit 10.2 hereto and is incorporated herein by reference, and the foregoing description of the Subscription Agreement is qualified in its entirety by reference thereto.
Registration Rights and Transfer Restrictions
Concurrently with the execution of the Business Combination Agreement, ENVI entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with certain stockholders of GreenLight, ENVI Sponsor, HB Strategies and the other holders of Class B Common Stock, pursuant to which ENVI agreed, following the consummation of the Merger, to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of common stock of the Company, as well as other equity securities that are held by the parties thereto from time to time.
Additionally, the Investor Rights Agreements and the Bylaws that will be effective following the consummation of the Business Combination, contain certain restrictions on transfer with respect to the ENVI Class A Common Stock received as consideration for the Merger. Such restrictions begin at the consummation of the Business Combination and end at the date that is 180 days after the consummation of the Business Combination (the “Lock-Up Period”), except that the Lock-Up Period may shorten to 120 days if, following the consummation of the Business Combination, the last sale price of the ENVI Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period.
A copy of the Investor Rights Agreement is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference, and the foregoing description of the Investor Rights Agreement is qualified in its entirety by reference thereto.
Transaction Support Agreement
Concurrently with the execution of the Business Combination Agreement, ENVI entered into Transaction Support Agreement (the “Transaction Support Agreement”) with certain stockholders of GreenLight (the “Supporting Stockholders”). Under the Transaction Support Agreements, the Supporting Stockholders agreed, within five business days following the declaration by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) that the proxy statement / prospectus relating to the approval by the ENVI stockholders of the transactions contemplated in the Business Combination Agreement is effective, to execute and deliver a written consent with respect to the outstanding Company Shares held by the Supporting Stockholder adopting the Business Combination Agreement and related transactions and approving the Merger. The Company Shares owned by the Supporting Stockholders represent a majority of the outstanding voting power (on a converted basis) of GreenLight.
The form of the Transaction Support Agreement is attached as Exhibit 10.4 hereto and is incorporated herein by reference, and the foregoing description of the Transaction Support Agreement is qualified in its entirety by reference thereto.