EX-10.4
from 8-K
13 pages
This Registration Rights Agreement (This “Agreement”) Is Entered Into as of the 4th Day of October, 2021, by and Among Mount Rainier Acquisition Corp., a Delaware Corporation (The “Company”) and the Undersigned Parties Listed Under Investor on the Signature Page Hereto (Each, an “Investor” and Collectively, the “Investors”). Whereas, the Investors and the Company Desire to Enter Into This Agreement to Provide the Investors With Certain Rights Relating to the Registration of the Securities Held by Them as of the Date Hereof; Now, Therefore, in Consideration of the Mutual Covenants and Agreements Set Forth Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: 1. Definitions. the Following Capitalized Terms Used Herein Have the Following Meanings: “Agreement” Means This Agreement, as Amended, Restated, Supplemented, or Otherwise Modified From Time to Time. “Business Combination” Means the Acquisition of Direct or Indirect Ownership Through a Merger, Stock Exchange, Asset Acquisition, Stock Purchase, Recapitalization, Reorganization or Other Similar Type of Transaction, of One or More Businesses or Entities. “Commission” Means the Securities and Exchange Commission, or Any Other Federal Agency Then Administering the Securities Act or the Exchange Act. “Common Stock” Means the Common Stock, Par Value $0.0001 Per Share, of the Company. “Company” Is Defined in the Preamble to This Agreement. “Demand Registration” Is Defined in Section 2.1.1. “Demanding Holder” Is Defined in Section 2.1.1. “Exchange Act” Means the Securities Exchange Act of 1934, as Amended, and the Rules and Regulations of the Commission Promulgated Thereunder, All as the Same Shall Be in Effect at the Time. “Form S-3” Is Defined in Section 2.3
12/34/56
