Exhibit 10.6
FINAL FORM
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [•], 2022 and shall be effective as of the Closing (as such term is defined in the Business Combination Agreement (as defined below)), by and among (i) Freightos Limited, a Cayman Islands exempted company limited by shares (the “Company”), (ii) Gesher I Acquisition Corp., a Cayman Islands exempted company (“SPAC”) and (iii) the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combination Agreement).
RECITALS
WHEREAS, SPAC and the Investors are parties to that certain Registration Rights Agreement, dated as of October 12, 2021 (the “Original Agreement” and, as amended by this Amendment, the “Registration Rights Agreement”), pursuant to which SPAC granted certain registration rights to the Investors with respect to SPAC’s securities;
WHEREAS, on May [•], 2022, (i) the Company, (ii) Freightos Merger Sub I, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub I”), (iii) Freightos Merger Sub II, a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub II”), and (iv) SPAC entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);
WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, (i) prior to, but contingent upon, the Closing of the Merger, pursuant to a recapitalization (the “Recapitalization”) approved by the Company’s shareholders, (a) each outstanding preferred share (“Company Preferred Shares”) shall automatically convert into ordinary shares of the Company (“Company Ordinary Shares”) and (b) immediately following such conversion (but prior to the First Effective Time), each then outstanding Company Ordinary Share shall be automatically converted into such number of Company Ordinary Shares as is determined pursuant to the terms of the Business Combination Agreement; and (ii) immediately following the consummation of the Recapitalization, Merger Sub I shall, at the First Effective Time, be merged with and into SPAC, and SPAC shall continue as the surviving entity and a wholly owned subsidiary of the Company, and, in connection therewith, (A) each ordinary share and each preference share of SPAC issued and outstanding immediately prior to the First Effective Time (after giving effect to any Redemptions) shall automatically be converted into the right of the holder thereof to receive the SPAC Shares Consideration, and (B) each SPAC Warrant shall be assumed by the Company and become a warrant that represents a right, from and after the Closing, to receive the same number of Company Ordinary Shares (each, a “Company Warrant”) on the same terms as the SPAC Warrant being assumed, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;
WHEREAS, the parties hereto desire to amend the Original Agreement to add the Company as a party to the Registration Rights Agreement and to revise the terms hereof in order to reflect the transactions contemplated by the Business Combination Agreement, including the issuance of the Company Ordinary Shares and assumption of the SPAC Warrants thereunder; and
WHEREAS, pursuant to Section 6.7 of the Original Agreement, the Original Agreement can be amended so long as such amendment is executed in writing by the party wanting to amend the Original Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Addition of the Company as a Party to the Registration Rights Agreement. The parties hereby agree to add the Company as a party to the Registration Rights Agreement. The parties further agree that, from and after the Closing, all of the rights and obligations of SPAC under the Registration Rights Agreement shall be, and hereby are, assigned and delegated to and assumed by the Company as if it were the original “Company” party thereto. By executing this Amendment, the Company hereby agrees to be bound by and subject to all of the terms and conditions of the Registration Rights Agreement, including from and after the Closing as if it were the original “Company” party thereto.
