Item
1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On January 21, 2021,
Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (“CRIS”), and CRIS Thunder Merger
LLC, a Delaware limited liability company and wholly-owned subsidiary of CRIS (“SPAC Sub”), entered into a business
combination agreement (as the same may be amended from time to time, the “Business Combination Agreement”) with EVgo
Holdings, LLC, a Delaware limited liability company (“Holdings”), EVgo HoldCo, LLC, a Delaware limited liability company
and wholly-owned subsidiary of Holdings (the “Company”) and EVGO OPCO, LLC, a Delaware limited liability company and
wholly-owned subsidiary of Holdings (“OpCo” and, together with Holdings and the Company, the “EVgo Parties”).
The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the “business combination.”
Structure of the
Business Combination
Pursuant to the Business
Combination Agreement, at the closing of the business combination (the “Closing”) on the date the transactions are
consummated (the “Closing Date”):
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(i)
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CRIS will contribute all of its assets
to SPAC Sub, including but not limited to (1) an amount of funds equal to (A) funds held in the trust account (the “Trust
Account”) established by CRIS in connection with its initial public offering (the “IPO”) (net of any amounts
paid to holders of shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”) of CRIS
who elect to redeem their shares (the “Redemption Amount”) and the payment of any deferred underwriting fees from
the IPO), plus (B) net cash proceeds from the PIPE (as defined below), plus (C) any cash held by CRIS in any working
capital or similar account, less any transaction expenses of CRIS and the EVgo Parties; and (2) a number of newly issued
shares of Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with the Class
A common stock, “common stock”) of CRIS equal to the number of units of OpCo (“OpCo Units”) to be issued
to Holdings (the “Holdings OpCo Units”) under the Business Combination Agreement, which will be equal to the quotient
obtained by dividing (x) $1,958,000,000 by (y) $10.00 (such shares, the “Holdings Class B Shares” and such
transaction, the “SPAC Contribution”);
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(ii)
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immediately following the SPAC Contribution, Holdings will contribute
to OpCo all of the issued and outstanding limited liability company interests of the Company and, in connection therewith, (1) OpCo
will be recapitalized as set forth in the OpCo A&R LLC Agreement (as defined below), and (2) OpCo will issue to Holdings the
Holdings OpCo Units (such transactions, the “Holdings Contribution”);
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(iii)
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immediately following the Holdings Contribution, SPAC Sub will transfer to Holdings the Holdings
Class B Shares and the right to enter into the Tax Receivable Agreement (as defined below) (such transactions, the “SPAC
Sub Transfer”); and
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(iv)
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immediately following the SPAC Sub Transfer, SPAC Sub will contribute to OpCo all of its remaining assets in exchange for the issuance by OpCo to SPAC Sub of the number of OpCo Units equal to the number of shares of Class A common stock issued and outstanding after giving effect to the business combination and the PIPE (the “Issued OpCo Units”) (the “SPAC Sub Contribution”).
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Following the Closing, the combined company will be organized
in an “Up-C” structure in which the business of the Company and its subsidiaries (“EVgo”) will be held
by OpCo and will continue to operate through the subsidiaries of the Company, and in which CRIS’s only direct assets will
consist of equity interests in SPAC Sub, which, in turn, will hold only the Issued OpCo Units. OpCo’s only direct assets
will consist of its equity interests in the Company. Immediately following the Closing, CRIS, through SPAC Sub, is expected to
own between approximately 26.0% and 22.9% of the OpCo Units, and SPAC Sub will control OpCo as the sole managing member of OpCo
in accordance with the terms of the amended and restated limited liability company agreement of OpCo to be entered into in connection
with the Closing (the “OpCo A&R LLC Agreement”). OpCo will own all of the equity interests in the Company. Upon
the Closing, CRIS will change its name to “EVgo Inc.” Holdings will hold the Holdings OpCo Units and a corresponding
number of shares of Class B common stock.
The amount of cash
to be contributed by SPAC Sub to OpCo at the closing of the business combination is estimated to be between $574.9 million and
$470.6 million. Immediately following the business combination, Holdings will hold 195,800,000 OpCo Units, representing an expected
74.0% to 77.1% of the total outstanding OpCo Units. Holdings will also hold a number of shares of Class B common stock equal to
the number of OpCo Units held by it. The final amount of cash that will be contributed by SPAC Sub to OpCo is dependent on the
amount of funds remaining in the Trust Account following any redemptions of Class A common stock and the final transaction
expenses.
Each Holdings OpCo
Unit, together with one share of Class B common stock, will be redeemable, subject to certain conditions, for either one share
of Class A common stock, or, at OpCo’s election, the cash equivalent to the market value of one share of Class A common stock,
pursuant to and in accordance with the terms of the OpCo A&R LLC Agreement.
Representations, Warranties and Covenants
The parties to the
Business Combination Agreement have made representations, warranties and covenants that are customary for transactions of this
nature.
Conditions to Closing
The obligations of
the EVgo Parties, CRIS and SPAC Sub to consummate the business combination are subject to the satisfaction or waiver (where permissible)
at or prior to the Closing of each of the following mutual conditions:
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the business combination and related proposals shall
have been approved and adopted by the requisite affirmative vote of the stockholders of CRIS in accordance with the proxy statement
to be filed by CRIS in connection with the business combination, the General Corporation Law of the State of Delaware, CRIS’s
existing amended and restated certificate of incorporation and the rules and regulations of the New York Stock Exchange (the “NYSE”);
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no governmental authority shall have enacted, issued,
promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect
and has the effect of making the business combination illegal or otherwise prohibiting consummation of the business combination;
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all filings, notifications, or other submissions required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have been made and
any applicable waiting period (and any extension thereof) applicable to the consummation of the business combination under the
HSR Act shall have expired or been terminated;
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the shares of Class A common stock to be issued in
connection with the business combination (including all shares of Class A common stock issuable upon the conversion of the shares
of Class B common stock and OpCo Units issued in the business combination, as set forth in the OpCo A&R LLC Agreement and
the second amended and restated certificate of incorporation of CRIS to be adopted in connection with the Closing (the “Proposed
Charter”) shall be listed on the NYSE or Nasdaq Stock Market (“Nasdaq”), as mutually agreed to by the parties,
as of the Closing Date; and
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CRIS shall have at least $5,000,001 of net tangible
assets after giving effect to the PIPE and following the exercise of redemption rights by CRIS’s public stockholders in
accordance with CRIS’s existing amended and restated certificate of incorporation.
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The obligations of
CRIS and SPAC Sub to consummate the business combination are subject to the satisfaction or waiver (where permissible) at or prior
to the Closing of the following additional conditions:
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the representations and warranties of the Company contained in the sections titled (a) “Organization and Qualification; Subsidiaries,” (b) “Authority Relative to this Agreement” and (c) “Brokers” in the Business Combination Agreement shall each have been true and correct in all material respects as of the date of the Business Combination Agreement and as of the Closing Date, except to the extent that any such representation or warranty expressly was or is made as of an earlier date, in which case such representation and warranty shall have been and be true and correct as of such earlier specified date. Certain of the representations and warranties of the Company contained in the section titled “Absence of Certain Changes or Events” in the Business Combination Agreement shall have been true and correct in all respects as of the date of the Business Combination Agreement. The representations and warranties in the section titled “Capitalization” in the Business Combination Agreement shall have been true and correct in all respects except for de minimis inaccuracies as of the date of the Business Combination Agreement and as of the Closing Date as though made on and as of such date (except to the extent any changes that reflect actions permitted in accordance with the section titled “Conduct of Business by the Company” in the Business Combination Agreement and except to the extent that any such representation or warranty expressly was or is made as of an earlier date, in which case such representation and warranty shall have been and be true and correct as of such specified date) or except where the failure of such representations and warranties to have been or be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional liability to the Company, OpCo, CRIS, SPAC Sub or any of their respective affiliates. The other representations and warranties of the Company contained in the Business Combination Agreement shall have been true and correct in all respects (without giving effect to any “materiality,” “EVgo Material Adverse Effect” (as defined in the Business Combination Agreement) or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty expressly was or is made as of an earlier date, in which case such representation and warranty shall have been and be true and correct as of such earlier date), except where the failures of any such representations and warranties to have been or be so true and correct would not reasonably be expected to have an EVgo Material Adverse Effect;
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each EVgo Party shall have performed or complied in
all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied
with by such EVgo Party on or prior to the Closing;
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the Company shall have delivered to CRIS a customary
officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;
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no EVgo Material Adverse Effect shall have occurred
and be continuing between the date of the Business Combination Agreement and the Closing Date;
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Holdings shall have delivered to CRIS and OpCo certain specified documents.
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The obligations of
Holdings and the Company to consummate the business combination are subject to the satisfaction or waiver (where permissible) at
or prior to the Closing of the following additional conditions:
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the representations and warranties of CRIS and SPAC Sub contained in the sections titled (a) “Corporate Organization,” (b) “Authority Relative to this Agreement” and (c) “Brokers” in the Business Combination Agreement shall each have been true and correct in all material respects as of the date of the Business Combination Agreement and as of the Closing Date, except to the extent that any such representation or warranty expressly was or is made as of an earlier date, in which case such representation and warranty shall have been and be true and correct as of such earlier specified date. Certain of the representations and warranties of CRIS and SPAC Sub contained in the section titled “Absence of Certain Changes or Events” in the Business Combination Agreement shall have been true and correct in all respects as of the date of the Business Combination Agreement. The representations and warranties in the section titled “Capitalization” in the Business Combination Agreement shall have been true and correct in all respects except for de minimis inaccuracies as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date (except to the extent any changes that reflect actions permitted in accordance with the section titled “Conduct of Business by CRIS and SPAC Sub” in the Business Combination Agreement and except to the extent that any such representation or warranty expressly was or is made as of an earlier date, in which case such representation and warranty shall have been and be true and correct as of such specified date), except where the failure of such representations and warranties to have been or be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional liability to the Company, OpCo, CRIS, SPAC Sub or any of their respective affiliates. The other representations and warranties of CRIS and SPAC Sub contained in the Business Combination Agreement shall have been true and correct in all respects (without giving effect to any “materiality,” “CRIS Material Adverse Effect” (as defined in the Business Combination Agreement) or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty expressly was or is made as of an earlier date, in which case such representation and warranty shall have been and be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, would not reasonably be expected to have a CRIS Material Adverse Effect;
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each of CRIS and SPAC Sub shall have performed or complied
in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied
with by it on or prior to the Closing;
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CRIS shall have delivered to the Company a customary
officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;
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the amount of funds held in the Trust Account (net
of any cash proceeds required to satisfy an exercise of redemption rights by CRIS’s public stockholders in accordance with
CRIS’s existing amended and restated certificate of incorporation and the payment of any deferred underwriting fees held
in the Trust Account in connection with the IPO payable to the underwriters upon consummation of a business combination) shall
not be less than $115,000,000;
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no CRIS Material Adverse Effect shall have occurred
and be continuing between the date of the Business Combination Agreement and the Closing Date;
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CRIS shall have made all necessary and appropriate
arrangements with Continental Stock Transfer & Trust Company, acting as trustee, to have all of the funds in the Trust Account
disbursed to CRIS immediately prior to the Closing, and all such funds released from the Trust Account shall be available for
immediate use to CRIS in respect of all or a portion of certain payment obligations set forth in the Business Combination Agreement
and the payment of CRIS’s fees and expenses incurred in connection with the Business Combination Agreement and the business
combination;
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CRIS shall have provided evidence that (i) all letters
of credit, guarantees, surety bonds, equity commitment letters, cash collateral, third party indemnification or payment agreements
and other credit support to take effect on the Closing Date as is required to replace outstanding credit support of the EVgo Parties
pursuant to and in accordance with the Business Combination Agreement has been put in place and will become effective as of the
Closing and (ii) all existing credit support shall have been released at the Closing, in each case to the Company’s reasonable
satisfaction;
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CRIS and SPAC Sub shall have delivered to Holdings and OpCo certain specified documents.
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Termination
The Business Combination
Agreement may be terminated and the business combination may be abandoned at any time prior to the Closing, notwithstanding any
requisite approval and adoption of the Business Combination Agreement and the business combination by the equityholders of the
Company or the stockholders of CRIS, as follows:
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by mutual written consent of CRIS and the Company;
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by CRIS or the Company, if (i) the Closing has not
occurred prior to the date that is 180 days after the date of the Business Combination Agreement (the “Outside Date”);
provided, however, that the Business Combination Agreement may not be terminated by or on behalf of any party that either directly
or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation
contained therein and such breach or violation is the principal cause of the failure of a condition to the business combination
on or prior to the Outside Date; (ii) any governmental authority in the United States has enacted, issued, promulgated, enforced
or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable
and has the effect of making consummation of the business combination illegal or otherwise preventing or prohibiting consummation
of the business combination; or (iii) certain of the proposals put to CRIS’s stockholders fail to receive the requisite
vote for approval at the special meeting; provided, however, that the Business Combination Agreement may not be terminated pursuant
to clause (iii) by or on behalf of CRIS if, directly or indirectly, through its affiliates, CRIS is in breach or violation of
any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach
or violation is the principal cause of the failure of the conditions set forth under the section titled “Conditions to the
Obligations of Each Party – SPAC Stockholders’ Approval” of the Business Combination Agreement;
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by CRIS if there is an occurrence of a material breach of any representation, warranty, covenant or agreement on the part of the EVgo Parties set forth in the Business Combination Agreement, or if any representation or warranty of the Company has become untrue, in either case such that certain conditions set forth in the Business Combination Agreement would not be satisfied at the Closing (“Terminating EVgo Breach”); provided that CRIS has not waived such Terminating EVgo Breach and CRIS and SPAC Sub are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such Terminating EVgo Breach is curable by such EVgo Party, CRIS may not terminate the Business Combination Agreement under this proviso for so long as the applicable EVgo Party continues to exercise its commercially reasonable efforts to cure such breach, unless such breach is not cured by the earlier of 30 days after notice of such breach is provided by CRIS to the EVgo Parties and the Outside Date; or
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by Holdings if there is an occurrence of a material breach of any representation, warranty, covenant or agreement on the part of CRIS and SPAC Sub set forth in the Business Combination Agreement, or if any representation or warranty of CRIS and SPAC Sub will have become untrue, in either case such that certain conditions set forth in the Business Combination Agreement would not be satisfied at the Closing (“Terminating SPAC Breach”); provided that Holdings has not waived such Terminating SPAC Breach and the EVgo Parties are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided, however, that, if such Terminating SPAC Breach is curable by CRIS and SPAC Sub, Holdings may not terminate the Business Combination Agreement under this proviso for so long as CRIS and SPAC Sub continue to exercise their commercially reasonable efforts to cure such breach, unless such breach is not cured by the earlier of 30 days after notice of such breach is provided by CRIS to the EVgo Parties and the Outside Date.
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Effect
of Termination
If the Business Combination
Agreement is terminated pursuant to one of the events described above, such agreement will forthwith become void, and there will
be no liability under the Business Combination Agreement on the part of any party to the Business Combination Agreement, except
as set forth in the applicable provisions of the Business Combination Agreement or in the case of any willful and material breach
of the Business Combination Agreement by a party thereto.
A copy of the Business
Combination Agreement is filed as an exhibit to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein
by reference. The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the
full text of the Business Combination Agreement filed with this Current Report on Form 8-K. The Business Combination Agreement
is included to provide investors and security holders with information regarding its terms. It is not intended to provide any other
factual information about CRIS, the Company or the other parties thereto. In particular, the assertions embodied in representations
and warranties by CRIS, the Company and SPAC Sub contained in the Business Combination Agreement are qualified by information in
the disclosure schedules provided by the parties in connection with the signing of the Business Combination Agreement. These disclosure
schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in
the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were
used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, investors
and security holders should not rely on the representations and warranties in the Business Combination Agreement as characterizations
of the actual state of facts about CRIS, the Company or SPAC Sub.
Sponsor
Agreement
On January 21, 2021,
CRIS, Climate Change Crisis Real Impact I Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”),
certain members of CRIS’ management team, including certain officers and directors (the “founder stockholders”), OC III LVS IX LP, a Delaware limited partnership (“OC LP”) and TOCU XXXVII LLC, a Delaware limited liability company
(“TOCU LLC” and, together with OC LP, the “Co-Investors”) entered into a letter agreement (the “Sponsor
Agreement”) with the Company, pursuant to which the Sponsor, the founder stockholders and the Co-Investors agreed, among
other things, to vote all of their shares of common stock held or subsequently acquired by them in favor of the approval of the
business combination.
In addition, the Sponsor
Agreement contains provisions pertaining to the 5,750,000 shares of Class B common stock held by CRIS’s founder stockholders
to be converted on a one-for-one basis into shares of Class A common stock in connection with consummation of the business combination
(the “founder shares”), including provisions that (a) subject 4,312,500 founder shares to a lock-up following the closing
of the business combination until the earlier of (i) 12 months following the closing of the business combination, (ii) the date
on which the volume weighted average price per share of the Class A common stock equals or exceeds $12.00 per share for 20 out
of 30 consecutive trading days commencing at least 150 days following the closing of the business combination or (iii) certain
change of control transactions, and (b) subject 1,437,500 founder shares held by the initial stockholders to potential forfeiture
as follows (i) 718,750 shares will be forfeited if shares of Class A common stock does not trade at a volume weighted average price
per share equal to or greater than $12.50 for 20 out of 30 consecutive trading days within the five years following closing of
the business combination and (ii) 718,750 shares will be forfeited if shares of Class A common stock does not trade at a volume
weighted average price per share equal to or greater than $15.00 for 20 out of 30 consecutive trading days within the five years
following closing of the business combination. Any founder shares still subject to possible forfeiture will continue to be subject
to the trading restrictions applicable to founder shares in the letter agreement signed by CRIS in connection with its IPO.
The foregoing description
of the Sponsor Agreement is qualified in its entirety by reference to the full text of the form of Sponsor Agreement, a copy of
which is filed as Exhibit E to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K, and
incorporated herein by reference.
Subscription Agreements
In connection with
the execution of the Business Combination Agreement, on January 21, 2021, CRIS entered into separate subscription agreements (the
“Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE
Investors have agreed to purchase, and CRIS has agreed to sell to the PIPE Investors, an aggregate of 40,000,000 shares of Class
A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share, or an aggregate purchase price of $400,000,000,
in a private placement (the “PIPE”).
Each Subscription Agreement
contains customary representations and warranties of CRIS, on the one hand, and the applicable PIPE Investor, on the other hand,
and customary conditions to closing, including the consummation of the business combination. The purpose of the PIPE is to raise
additional capital for use by EVgo following the Closing.
Pursuant to the Subscription
Agreements, CRIS agreed that, within 30 calendar days after the Closing Date (the “Filing Deadline”), CRIS will file
with the Securities and Exchange Commission (the “SEC”) (at CRIS’s sole cost and expense) a registration statement
registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and CRIS will use its commercially
reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof,
but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies CRIS that it will “review”
the PIPE Resale Registration Statement) following the Filing Deadline and (ii) the 5th business day after the date CRIS is notified
(orally or in writing, whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed”
or will not be subject to further review.
The foregoing description
of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement,
a copy of which is filed included as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Agreements to be Executed at Closing
The Business Combination
Agreement also contemplates the execution by the parties of various agreements at the Closing, including, among others, the below.
OpCo A&R LLC Agreement
On the Closing Date,
OpCo, CRIS, SPAC Sub and Holdings will enter into the OpCo A&R LLC Agreement. The OpCo A&R LLC Agreement will provide that
each Holdings OpCo Unit, together with one share of Class B common stock, will be redeemable, subject to certain conditions, for
either one share of Class A common stock, or, at OpCo’s election, the cash equivalent to the market value of one share of
Class A common stock, pursuant to and in accordance with the terms of the OpCo A&R LLC Agreement.
The foregoing description
of the OpCo A&R LLC Agreement is qualified in its entirety by reference to the full text of the form of OpCo A&R LLC Agreement,
a copy of which is included as Exhibit D to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on
Form 8-K, and incorporated herein by reference.
Tax Receivable Agreement
In
connection with the business combination, CRIS and SPAC Sub will enter into a tax receivable agreement (the “Tax Receivable
Agreement”) with Holdings. The Tax Receivable Agreement generally will provide for the payment by CRIS, SPAC Sub or any of
their subsidiaries (other than OpCo and its subsidiaries) (the “CRIS Group”) to certain holders of OpCo Units of 85%
of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the CRIS Group actually realizes
(or is deemed to realize in certain circumstances) in periods after the business combination as a result of (i) certain increases
in tax basis that occur as a result of the CRIS Group’s acquisition (or deemed acquisition for U.S. federal income tax purposes)
of all or a portion of the OpCo Units pursuant to the business combination or the exercise of the redemption or call rights set
forth in the OpCo A&R LLC Agreement and (ii) imputed interest deemed to be paid by the CRIS Group as a result of, and additional
tax basis arising from, any payments CRIS makes under the Tax Receivable Agreement. The CRIS Group will retain the benefit of the
remaining 15% of these net cash savings.
The Tax Receivable
Agreement will generally provide for payments to be made as the CRIS Group realizes actual cash tax savings in periods after the
business combination from the tax benefits covered by the Tax Receivable Agreement. However, the Tax Receivable Agreement will
provide that if the CRIS Group elects to terminate the Tax Receivable Agreement early (or it is terminated early due to the CRIS
Group’s failure to honor a material obligation thereunder or due to certain mergers, asset sales, other forms of business
combinations or other changes of control), the CRIS Group will be required to make an immediate payment equal to the present value
of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed
events set forth in the Tax Receivable Agreement).
The foregoing description
of the Tax Receivable Agreement is qualified in its entirety by reference to the full text of the form of Tax Receivable Agreement,
a copy of which is included as Exhibit F to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on
Form 8-K, and incorporated herein by reference.
Nomination Agreement
On the Closing Date,
CRIS, Holdings and each other principle stockholder to be named therein (collectively, the “Principal Stockholders”)
will enter into a nomination agreement (the “Nomination Agreement”). The Nomination Agreement will provide that upon
closing of the Business Combination, the board of directors of CRIS will consist of nine directors, divided into three classes
serving staggered three-year terms.
The Nomination Agreement
will provide that: (i) for so long as the Principal Stockholders beneficially own a number of shares of common stock representing
at least 50% of the number of shares of common stock of CRIS held by the Principal Stockholders on the Closing Date (the “Initial
Share Ownership”), the Principal Stockholders will have the right to nominate five (5) directors to the board of directors
of CRIS; (ii) for so long as the Principal Stockholders beneficially own a number of shares of common stock representing less than
50% of the Initial Share Ownership but at least 40% of the outstanding shares of common stock at any time, the Principal Stockholders
will have the right to nominate four (4) directors to the board of directors of CRIS; (iii) for so long as the Principal Stockholders
beneficially own a number of shares of common stock representing less than 40% of the Initial Share Ownership but at least 30%
of the outstanding shares of common stock at any time, the Principal Stockholders will have the right to nominate three (3) directors
to the board of directors of CRIS; for so long as the Principal Stockholders beneficially own a number of shares of common stock
representing less than 30% of the Initial Share Ownership but at least 15% of the outstanding shares of common stock at any time,
the Principal Stockholders will have the right to nominate two (2) directors to the board of directors of CRIS; and (iv) for so
long as the Principal Stockholders beneficially own a number of shares of common stock representing less than 15% of the Initial
Share Ownership but at least 2.5% of the outstanding shares of common stock at any time, the Principal Stockholders will have the
right to nominate one (1) director to the board of directors of CRIS. At any time any of the foregoing provisions described in
this paragraph are in effect, the Principal Stockholders may require that the chairperson of the board of directors be one of the
Principal Stockholders’ nominees.
The Nomination Agreement
will also provide that each Principal Stockholder will not Transfer (as defined in the Nomination Agreement) any shares of Class
A common stock issuable upon exchange of any OpCo Units held by such Principal Stockholder (the “Lock-Up Shares”) until
the earlier of (i) 180 days after the Closing, and (ii) subsequent to the Closing, the date the VWAP (as defined in the Nomination
Agreement) of the Class A common stock equals or exceeds $12.00 per share for any 20 Trading Days (as defined in the Nomination
Agreement) within any 30-Trading Day period or (y) the date following the Closing on which CRIS completes a liquidation, merger,
capital stock exchange, reorganization or other similar transaction with a third party that results in all of CRIS’s
stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
The foregoing description
of the Nomination Agreement is qualified in its entirety by reference to the full text of the form of Nomination Agreement, a copy
of which is included as Exhibit I to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K,
and incorporated herein by reference.
Registration
Rights Agreement
At the Closing, CRIS, the Sponsor and CRIS’s other founder
stockholders will terminate the existing registration rights agreement and will enter into a new registration rights agreement
(the “Registration Rights Agreement”) with Holdings (together with the Sponsor, CRIS’s other founder stockholders
and any person or entity who becomes a party to the Registration Rights Agreement, the “Holders”) that will grant certain
resale registration rights with respect to (a) warrants to purchase shares of Class A common stock previously issued to the
Sponsor in a private placement concurrent with the closing of CRIS’s IPO (the “Private Placement Warrants”) (including any shares of Class A common stock
issued or issuable upon the exercise of any Private Placement Warrants), (b) shares of common stock issued or issuable upon conversion
of any founder shares, (c) any outstanding shares of Class A common stock held by a Holder as of the date of the Registration Rights
Agreement, (d) any shares of Class A common stock issued or issuable upon exchange of OpCo Units and shares of Class B common stock
held by a Holder as of the date of the Registration Rights Agreement, and (e) any other equity security of CRIS issued or issuable
with respect to any such shares of common stock by way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”), subject
to the terms and conditions set forth in the Registration Rights Agreement.
Pursuant to the Registration
Rights Agreement, CRIS will agree to file with the SEC within 15 business days after the Closing a registration statement registering
the resale of all Registrable Securities permitted to be registered for resale from time to time pursuant to the applicable rules
and regulations under the Securities Act of 1933, as amended (the “Securities Act”). CRIS will use its reasonable best
efforts to cause the registration statement to be become effective and remain effective, in accordance with the Registration Rights
Agreement. Additionally, CRIS will agree that, as soon as reasonably practicable after CRIS is eligible to register the Holders’
securities on a registration statement on Form S-3, CRIS will file a new registration statement with the SEC (at CRIS’s sole
cost and expense) and CRIS will use its reasonable best efforts to cause such new registration statement become effective and remain
effective, in accordance with the Registration Rights Agreement. The Registration Rights Agreement also provides the Holders with
certain customary demand and piggyback registration rights.
The foregoing description
of the Registration Rights Agreement is qualified in its entirety by the terms of the form of Registration Rights Agreement, a
copy of which is included as Exhibit A to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on Form
8-K, and incorporated herein by reference.