CUSIP No. 293594107
(d)
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To the knowledge of each of the Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Lock-up Agreement
In connection with the Business Combination, the Company and certain stockholders, officers and directors of Legacy Enovix, including the LLC and the Trust,
entered into lock-up agreements (each, a Lock-Up Agreement). Under the
Lock-Up Agreement entered into by the Trust, each party to the agreement agreed that it will not, without the prior written consent of the Company, with respect to (i) 50% of the Issuers Common
Stock or any securities convertible into or exercisable or exchangeable for the Issuers Common Stock or issued or issuable to such party pursuant to the Business Combination Agreement (collectively, the Lock-Up Shares), during the period commencing on July 14, 2021(the Closing Date) and ending on the First Release Date (as defined below) and (ii) the remaining 50%
of Lock-Up Shares during the period commencing on the Closing Date and ending on the Second Release Date (as defined below), (i) offer, sell, contract to sell, pledge, or otherwise dispose of, directly or
indirectly, Lock-Up Shares, or enter into any transaction that would have the same effect, (ii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Lock-Up Shares or (iii) publicly announce the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
arrangement, or engage in any Short Sales (as defined therein) with respect to any security of RSVAC. The First Release Date shall mean the earlier of the date that is: (A) six months after the Closing Date; and
(B) the date on which the last reported closing price of shares of Issuers common stock on the Nasdaq (or such other exchange on which shares of Issuers common stock are then listed) equals or exceeds $14.00 per share (as adjusted
for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days during any 30 trading day period commencing at least 150 days after the Closing Date (such date, the Minimum Price
Date). The Second Release Date shall mean the earlier of the date that is: (A) twelve months after the Closing Date; and (B) the Minimum Price Date. Notwithstanding the foregoing, if, at any time
before the Second Release Date there is a Change of Control (as defined therein) of Issuer, all of the shares shall be released from the restrictions set forth therein.
Under the Lock-Up Agreement entered into by the LLC, the Founder Shares (as defined in the agreement) and any shares
of common stock issued upon conversion or exercise thereof are not transferable or salable until the earlier of (A) one year after the completion of the Business Combination or (B) subsequent the Business Combination, (x) if the
last reported sale price of Issuers common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of Issuers stockholders having the right to exchange their shares of common stock for cash, securities or other property.
The
foregoing description of the Lock-Up Agreements are qualified in its entirety by the full text of the forms of Lock-Up Agreements, copies of which
are attached hereto as exhibits and incorporated herein by reference.
Registration Rights Agreement
On July 14, 2021, that certain Registration Rights Agreement, dated December 1, 2020, was amended and restated, and certain persons and entities
receiving shares of common stock pursuant to the Merger Agreement and certain persons and entities holding securities of RSVAC prior to the Closing entered into the Amended and Restated Registration Rights Agreement (the A&R
Registration Rights Agreement) pursuant to which the Issuer will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended, certain shares of the Issuers common stock and other equity
securities of the Issuer that are held by the parties thereto from time to time.