JOINDER
Exhibit 4.9
THIS JOINDER (this “Joinder”) to the Exchange Agreement, dated as of March 17, 2023 (the “Agreement”), by and among GX Sponsor II LLC, a Delaware limited liability company (“Sponsor Holdco”), Elk Creek Resources Corp. (f/k/a GX Acquisition Corp. II), a Delaware corporation (“GX”), and NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”), is made and entered into as of March 17, 2023, but subsequent to the execution of the Agreement, by the undersigned (the “Holder”), and acknowledged and agreed by the Company and GX. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed thereto in the Agreement.
WHEREAS, (a) the Sponsor Holdco is distributing certain shares of GX Class B Common Stock held by the Sponsor Holdco (the “Transferred Class B Shares”) to the Holder as a Permitted Transferee and, in connection therewith, is assigning to the Holder the Sponsor Holdco’s rights and obligations under the Agreement with respect to the Transferred Class B Shares in accordance with the terms of the Agreement, (b) the Agreement requires that the Holder, as a condition to any such assignment, become a party to the Agreement as an Exchanging Shareholder by executing a Joinder Agreement, and (c) the Holder agrees to do so in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:
1. Agreement to be Bound. The Holder hereby agrees that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement applicable to the Sponsor Holdco as though an original party thereto.
2. Notices. For purposes of Section 7.10 of the Agreement, all notices, demands or other communications to the Holder shall be directed to the address of the Holder set forth on the signature page hereto.
3. Governing Law. This Joinder will be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles that would result in the application of any law other than the law of the State of Delaware.
4. Counterparts. This Joinder may be executed in any number of counterparts (including by pdf or other readable electronic format), each such counterpart being deemed to be an original instrument, with the same effect as if the signature thereto and hereto were upon the same instrument, and will become effective when one or more counterparts have been signed by each of the parties and delivered (including by email or DocuSign) to the other parties, and all such counterparts will together constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ADDRESS:
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▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
AJA PARTNERS LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Manager
ADDRESS:
[***]
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
ADDRESS:
[***]
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
ADDRESS:
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
ADDRESS:
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▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
ADDRESS:
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▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
ADDRESS:
▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇. 3J
New York, NY 10023
Attention: ▇▇▇▇▇▇ ▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
EQUITY TRUST COMPANY CUSTODIAN
FBO ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
ADDRESS:
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. 3J
New York, NY 10023
Attention: ▇▇▇▇▇▇ ▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2012 TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Co-Trustee
Title: Authorized Signatory
ADDRESS:
[***]
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Email:
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
ADDRESS:
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▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
▇▇▇▇▇▇ ROAD ACQUISITION, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sole Member
ADDRESS:
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
▇▇▇▇▇▇ ROAD, LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
ADDRESS:
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▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
IN WITNESS WHEREOF, the parties hereto have entered into this Joinder or have caused this ▇▇▇▇▇▇▇ to be executed as of the date first written above by their respective officers thereunto duly authorized.
HW 2015 TRUST U/A 7/23/15
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Trustee
Title: Authorized Signatory
ADDRESS:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Email: [***]
[Signature Page to Joinder to Exchange Agreement]
Acknowledged and Agreed:
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
ELK CREEK RESOURCES CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: Treasurer and Secretary
[Signature Page to Joinder to Exchange Agreement]