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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/10/22 ECP Environmental Growth Op… Corp S-4/A 1/07/22 61:22M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 4.81M
- Securities for a Merger
2: EX-5.1 Opinion of Counsel re: Legality HTML 26K
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 25K
4: EX-10.20 Material Contract HTML 66K
5: EX-10.24 Material Contract HTML 96K
6: EX-10.25 Material Contract HTML 26K
7: EX-23.1 Consent of Expert or Counsel HTML 19K
8: EX-23.2 Consent of Expert or Counsel HTML 18K
9: EX-99.1 Miscellaneous Exhibit HTML 28K
15: R1 Cover Page HTML 34K
16: R2 Condensed Consolidated Balance Sheets HTML 98K
17: R3 Condensed Consolidated Balance Sheets HTML 47K
(Parenthetical)
18: R4 Condensed Consolidated Statements of Operations HTML 57K
19: R5 Condensed Consolidated Statements of Operations HTML 21K
(Parenthetical)
20: R6 Condensed Consolidated Statements of Changes in HTML 57K
Stockholders' (Deficit) Equity
21: R7 Condensed Consolidated Statements of Changes in HTML 24K
Stockholders' (Deficit) Equity (Parenthetical)
22: R8 Condensed Consolidated Statement of Cash Flows HTML 98K
23: R9 Description of Organization and Business HTML 78K
Operations
24: R10 Summary of Significant Accounting Policies HTML 98K
25: R11 Restatement of Previously Issued Consolidated HTML 143K
Financial Statements
26: R12 Proposed Public Offering HTML 22K
27: R13 Initial Public Offering HTML 24K
28: R14 Private Placement HTML 23K
29: R15 Related Party Transactions HTML 42K
30: R16 Commitments & Contingencies HTML 46K
31: R17 Warrant Liabilities HTML 41K
32: R18 Stockholders' Deficit HTML 52K
33: R19 Fair Value Measurements HTML 76K
34: R20 Subsequent Events HTML 37K
35: R21 Summary of Significant Accounting Policies HTML 134K
(Policies)
36: R22 Restatement of Previously Issued Consolidated HTML 140K
Financial Statements (Tables)
37: R23 Summary of Significant Accounting Policies HTML 49K
(Tables)
38: R24 Fair Value Measurements (Tables) HTML 77K
39: R25 Description of Organization and Business of HTML 161K
Operations - Additional Information (Details)
40: R26 Restatement of Previously Issued Consolidated HTML 113K
Financial Statements - Summary of Impact of
Restatement on Consolidated Financial Statement
(Details)
41: R27 Restatement of Previously Issued Consolidated HTML 24K
Financial Statements - Summary of Impact of
Restatement on Consolidated Financial Statement
(Parenthetical) (Details)
42: R28 Restatement of Previously Issued Consolidated HTML 42K
Financial Statements - Additional Information
(Details)
43: R29 Summary of Significant Accounting Policies - HTML 41K
Reconciliation of Earnings Per Share (Details)
44: R30 Summary of Significant Accounting Policies - HTML 52K
Additional Information (Details)
45: R31 Proposed Public Offering - Additional Information HTML 36K
(Details)
46: R32 Initial Public Offering - Additional Information HTML 51K
(Details)
47: R33 Private Placement - Additional Information HTML 33K
(Details)
48: R34 Related Party Transactions - Additional HTML 99K
Information (Details)
49: R35 Commitments & Contingencies - Additional HTML 91K
Information (Details)
50: R36 Warrant Liabilities - Additional Information HTML 68K
(Details)
51: R37 Stockholders' Deficit - Additional Information HTML 118K
(Details)
52: R38 Fair Value Measurements - Schedule of Assets HTML 25K
Measured at Fair Value on Recurring Basis
(Details)
53: R39 Fair Value Measurements - Schedule of Liabilities HTML 38K
Measured at Fair Value on Recurring Basis
(Details)
54: R40 Fair Value Measurements - Additional Information HTML 23K
(Details)
55: R41 Fair Value Measurements - Summary of Changes in HTML 37K
Fair Value of Warrants (Details)
56: R42 Subsequent Events - Additional Information HTML 89K
(Details)
59: XML IDEA XML File -- Filing Summary XML 102K
57: XML XBRL Instance -- d182329ds4a_htm XML 1.56M
58: EXCEL IDEA Workbook of Financial Reports XLSX 90K
11: EX-101.CAL XBRL Calculations -- ennv-20210930_cal XML 80K
12: EX-101.DEF XBRL Definitions -- ennv-20210930_def XML 731K
13: EX-101.LAB XBRL Labels -- ennv-20210930_lab XML 929K
14: EX-101.PRE XBRL Presentations -- ennv-20210930_pre XML 840K
10: EX-101.SCH XBRL Schema -- ennv-20210930 XSD 178K
60: JSON XBRL Instance as JSON Data -- MetaLinks 260± 395K
61: ZIP XBRL Zipped Folder -- 0001193125-22-004697-xbrl Zip 3.13M
| EX-10.25 |
Exhibit 10.25
Fast Radius, Inc.
113 N. May St.
ECP Environmental Growth Opportunities Corp.
40 Beechwood Road
Re: Letter Agreement
Ladies and Gentlemen:
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of July 18, 2021, by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“ENNV”), ENNV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (the “Company”), as amended by that certain Amendment to Agreement and Plan of Merger, dated as of December 26, 2021 (as so amendment, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of ENNV (the “Merger”), and (ii) that certain Company Support Agreement, dated as of July 18, 2021, by and among ENNV, the Company and the stockholders of the Company party thereto (the “Company Support Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | Prior to the Closing, the undersigned stockholders of the Company (each, a “Founder” and collectively, the “Founders”) are expressly permitted to transfer shares of Company Common Stock in an aggregate amount not to exceed 0.75% of the Aggregate Fully Diluted Company Stock (collectively, the “Donated Shares”) to one or more donor-advised funds managed by Dechomai Foundation, Inc. (the “Donation”). Accordingly, ENNV hereby consents to the Donation and hereby agrees that upon and following the consummation of the Donation, the Donated Shares shall no longer be deemed to be Owned Shares (as defined in the Company Support Agreement) or Covered Shares (as defined in the Company Support Agreement). |
| 2. | The Founders and the Company are expressly permitted to settle the Rassey Recourse Note, McCusker Recourse Note, Nanry Recourse Note and King Recourse Note (as such terms are defined in the Company Disclosure Letter) prior to the Closing through the surrender of shares of Company Common Stock (collectively, the “Repayment Shares”) by each Founder to the Company in |
| accordance with the terms of such notes (the “Note Repayment”), which such shares shall be cancelled upon surrender. Accordingly, ENNV hereby consents to the Note Repayment and hereby agrees that upon and following the consummation of the Note Repayment, the Repayment Shares shall no longer be deemed to be Owned Shares (as defined in the Company Support Agreement) or Covered Shares (as defined in the Company Support Agreement). |
| 3. | Except as expressly amended by this letter agreement, each term, provision and schedule of the Company Support Agreement is hereby ratified and confirmed and remains in full force and effect. This letter agreement may not be amended except by an instrument in writing signed by the parties hereto. |
| 4. | The provisions of Article XII of the Merger Agreement shall apply mutatis mutandis to this letter agreement. |
[Signature pages follow]
2
| Acknowledged and Agreed: | ||
| Fast Radius, Inc. | ||
| By: | /s/ Lou Rassey | |
| Name: | Lou Rassey | |
| Title: | Chief Executive Officer | |
| ECP Environmental Growth Opportunities Corp. | ||
| By: | /s/ Tyler Reeder | |
| Name: | Tyler Reeder | |
| Title: | President and Chief Executive Officer |
[Signature Page to Letter Agreement]
3
| FOUNDERS: | ||
| /s/ Louis Rassey | ||
| Louis Rassey | ||
| /s/ Patrick McCusker | ||
| Patrick McCusker | ||
| /s/ Bill King | ||
| Bill King | ||
| /s/ John Nanry | ||
| John Nanry | ||
[Signature Page to Letter Agreement]
4
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 1/10/22 | |||
| Filed on: | 1/7/22 | CORRESP | ||
| 12/31/21 | 10-K, NT 10-K | |||
| 12/26/21 | 8-K | |||
| 7/18/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/23/22 Fast Radius, Inc. S-1 107:21M Donnelley … Solutions/FA 7/18/22 Fast Radius, Inc. S-1/A 7/15/22 2:4.9M Donnelley … Solutions/FA 6/24/22 Fast Radius, Inc. S-1/A 100:20M Donnelley … Solutions/FA 6/03/22 Fast Radius, Inc. S-1/A 101:20M Donnelley … Solutions/FA 4/21/22 Fast Radius, Inc. S-1 109:24M Donnelley … Solutions/FA 4/15/22 Fast Radius, Inc. 10-K 12/31/21 61:11M Donnelley … Solutions/FA 2/10/22 Fast Radius, Inc. 8-K:1,2,3,5 2/04/22 19:1.4M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/27/21 Fast Radius, Inc. 8-K:1,9 12/26/21 12:285K Donnelley … Solutions/FA 12/20/21 Fast Radius, Inc. S-4/A 12/17/21 59:20M Donnelley … Solutions/FA 11/26/21 Fast Radius, Inc. S-4/A 11/24/21 57:20M Donnelley … Solutions/FA 10/08/21 Fast Radius, Inc. S-4/A 4:8.3M Donnelley … Solutions/FA 9/03/21 Fast Radius, Inc. S-4 54:19M Donnelley … Solutions/FA 2/12/21 Fast Radius, Inc. 8-K:1,3,5,8 2/08/21 19:2.3M ActiveDisclosure/FA 1/28/21 Fast Radius, Inc. S-1/A 9:2.5M ActiveDisclosure/FA 1/15/21 Fast Radius, Inc. S-1 9:2.3M ActiveDisclosure/FA |