Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of July 1, 2021, is
made and entered into by and among EVgo Inc., a Delaware corporation f/k/a Climate Change Crisis Real Impact I Acquisition Corporation
(the “Company”), Climate Change Crisis Real Impact I Acquisition Holdings, LLC, a Delaware limited liability
company (the “CRIS Sponsor”), EVgo Holdings, LLC, a Delaware limited liability (“EVgo Sponsor”),
and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the CRIS Sponsor, the EVgo
Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement,
a “Holder” and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, the
Company and the CRIS Sponsor entered into that certain Securities Subscription Agreement, dated as of August 10, 2020, pursuant to which
the Sponsor purchased an aggregate of 5,750,000 shares (the “Founder Shares”) of the Company’s Class B
common stock, par value $0.0001 per share (the “Class B Common Stock”);


 


WHEREAS, on September
29, 2020, the Company, the CRIS Sponsor and certain other security holders named therein (the “Existing Holders”)
entered into that certain Registration and Stockholder Rights Agreement (the “Existing Registration Rights Agreement”),
pursuant to which the Company granted the CRIS Sponsor and such other Existing Holders certain registration rights with respect to certain
securities of the Company;


 


WHEREAS, on January
21, 2021, the Company, CRIS Thunder Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger
Sub”), EVgo Sponsor, EVgo HoldCo, LLC, a Delaware limited liability company (“EVgo HoldCo”) and
EVGO OPCO, LLC, a Delaware limited liability company and wholly-owned subsidiary of EVgo Sponsor (“OpCo”), entered
into that certain Business Combination Agreement (the “BCA”), pursuant to which the parties to the BCA will
undertake the transactions described therein (the “Business Combination”);


 


WHEREAS, after the
closing of the Business Combination, the Holders (other than EVgo Sponsor) will own shares of the Company’s Class A common stock,
par value $0.0001 per share (the “Common Stock”), the CRIS Sponsor will own warrants of the Company, each such
warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Private
Placement Warrants”) and EVgo Sponsor will own common units of OpCo (“OpCo Units”) and shares
of the Company’s Class B Common Stock, which together will be exchangeable for shares of Common Stock pursuant to the terms of the
amended and restated limited liability company agreement of OpCo; and


 


WHEREAS, the Company
and the Existing Holders desire to terminate the Existing Registration Rights Agreement and enter into this Agreement with EVgo Sponsor
and the Holders, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities
of the Company, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1.       Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Agreement”
shall have the meaning given in the Preamble.


 


“BCA”
shall have the meaning given in the Recitals hereto.


 






    


     


    

 





“Board”
shall mean the board of directors of the Company.


 


“Business Combination”
shall have the meaning given in the Recitals hereto.


 


“Class B Common
Stock” shall have the meaning give in the Recitals hereto.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“CRIS Sponsor”
shall have the meaning given in the Preamble.


 


“Demanding Holder”
shall mean any Holder or group of Holders that together elects to dispose of Registrable Securities having an aggregate value of at least
$40 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten Offering.


 


“Effectiveness
Period” shall have the meaning given in subsection 3.1.1 of this Agreement.


 


“EVgo HoldCo”
shall have the meaning given in the Preamble.


 


“EVgo Sponsor”
shall have the meaning given in the Preamble.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Existing Holders”
shall have the meaning given in the Recitals hereto.


 


“Existing Registration
Rights Agreement” shall have the meaning given in the Recitals hereto.


 


“Form S-3”
shall mean a Registration Statement on Form S-3 or any similar short-form registration statement that may be available at such time.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto.


 


“Holder Indemnified
Persons” shall have the meaning given in subsection 4.1.1 of this Agreement.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.4 of this Agreement.


 


“Merger Sub”
shall have the meaning given in the Recitals hereto.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or necessary to make the statements therein not misleading, or an untrue statement of a material fact or an omission to state a material
fact necessary to make the statements in a Prospectus, in the light of the circumstances under which they were made, not misleading.


 


“OpCo Units”
shall have the meaning given in the Recitals hereto.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1 of this Agreement.


 


“Private Placement
Warrants” shall have the meaning given in the Recitals hereto.


 


“Pro Rata”
shall have the meaning given in subsection 2.1.4 of this Agreement.


 






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“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such
Private Placement Warrants), (b) shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (c) any outstanding
shares of Common Stock held by a Holder as of the date of this Agreement, (d) any shares of Common Stock issued or issuable upon exchange
of OpCo Units and Class B Shares held by a Holder as of the date of this Agreement and (e) any other equity security of the Company 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; provided, however, that, as to any particular Registrable
Securities, such securities shall cease to be Registrable Security when: (i) a Registration Statement with respect to the sale of
such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of
or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates
for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding;
or (iv) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule
promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations).


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having been
declared effective by, or become effective pursuant to rules promulgated by, the Commission.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(a)       all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority
and any securities exchange on which the Common Stock is then listed);


 


(b)       fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(c)       printing,
messenger, telephone and delivery expenses;


 


(d)       reasonable
fees and disbursements of counsel for the Company;


 


(e)       reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(f)       reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of Registrable Securities held by the Demanding Holders
initiating an Underwritten Demand to be registered for offer and sale in the applicable Underwritten Offering.


 


“Registration
Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective
amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 






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“Shelf Registration”
shall have the meaning given in subsection 2.1.1(b).


 


“Suspension Event”
shall have the meaning given in Section 3.4 of this Agreement.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Demand” shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting
for distribution to the public.


 


ARTICLE II

REGISTRATIONS


 


2.1.       Registration.


 


2.1.1       Shelf
Registration. (a) The Company agrees that, within fifteen (15) business days after the consummation of the Business Combination, the
Company will file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering the resale of
all Registrable Securities permitted to be registered for resale from time to time pursuant to Rule 415(a)(1)(i) on a Registration Statement
on Form S-1. The Company shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably
practicable after the initial filing of the Registration Statement in accordance with Section 3.1 of this Agreement.


 


(b)       The
Company agrees that, as soon as reasonably practicable after the Company is eligible to register Registrable Securities on Form S-3 (but
in any event not less than 15 days thereafter), the Company will file with the Commission (at the Company’s sole cost and expense)
a Registration Statement registering the resale of all Registrable Securities not included on Registration Statement required to be filed
pursuant to subsection 2.1.1(a) (collectively, the “Shelf Registrations”). The Company shall use its
reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing
of the Registration Statement in accordance with Section 3.1 of this Agreement.


 


2.1.2       Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 of this Agreement or any other part of this Agreement,
a Registration pursuant to a Shelf Registration shall not count as a Registration unless and until the Registration Statement filed with
the Commission with respect to a Registration pursuant to a Shelf Registration has been declared effective by, or become effective pursuant
to rules promulgated by, the Commission. Subject to the limitations contained in this Agreement, the Company shall effect any Shelf Registration
on such appropriate registration form of the Commission (x) as shall be selected by the Company and (y) as shall permit the
resale of the applicable Registrable Securities by the Holders.


 


2.1.3       Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding
Holder may make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the
Commission in accordance with Section 2.1.1 of this Agreement or a new Registration Statement if such Demanding
Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance
with subsection 2.1.1 or permitted to offer in an Underwritten Offering pursuant to a Registration Statement filed with the
Commission in accordance with subsection 2.1.1 (an “Underwritten Demand”). The Company shall,
within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such
demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such
Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s
Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company,
in writing, within two (2) business days (one (1) business day if such offering is an overnight or bought Underwritten
Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written
notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included
in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in
customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten
Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of four (4) Underwritten
Offerings within any twelve (12)-month period pursuant to this subsection 2.1.3 and is not obligated to effect an
Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering
(or such shorter period if permitted by applicable lock-up agreements). Notwithstanding the foregoing, no Underwritten Demand will
be effective hereunder unless the net proceeds (net of underwriting fees and commissions) to the Holders from the sale of the
Registrable Securities included in such request are reasonably expected to exceed $40,000,000 or such request includes all
Registrable Securities owned by the requesting Holders at such time.


 






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2.1.4       Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten Demand,
in good faith, advises or advise the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding Common
Stock or other equity securities of the Company that the Company is obligated to include pursuant to separate written contractual arrangements
with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities or other equity securities
of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities
of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the
distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as
applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering,
as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in
such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested
be included in such Underwritten Offering (such proportion is referred to herein as “Pro Rata”)) that can be
sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (i), Common Stock or other equity securities of the Company that the Company desires
to sell and that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), Common Stock or other equity
securities of the Company held by other persons or entities that the Company is obligated to include pursuant to separate written contractual
arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5       Registration
Withdrawal. The Demanding Holders initiating an Underwritten Offering pursuant to subsection 2.1.3 of this Agreement shall
have the right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification to the Company of
their intention to withdraw from such Underwritten Offering prior to the launch of such Underwritten Offering or, if applicable, the effectiveness
of the Registration Statement filed with the Commission with respect to the Underwritten Offering. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Demand prior
to its withdrawal under this subsection 2.1.5.


 


2.2.       Piggyback
Registration.


 


2.2.1       Piggyback
Rights. If the Company proposes to (a) file a Registration Statement under the Securities Act with respect to an offering of
equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity
securities of the Company, for its own account or for the account of stockholders of the Company, other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or
offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, or (b) consummate an Underwritten Offering for
its own account or for the account of stockholders of the Company, then the Company shall give written notice of such proposed
action to all of the Holders of Registrable Securities as soon as practicable (but in the case of filing a Registration Statement,
not less than ten (10) days before the anticipated filing date of such Registration Statement), which notice shall (x) describe
the amount and type of securities to be included, the intended method(s) of distribution and the name of the proposed managing
Underwriter or Underwriters, if any, and (y) offer to all of the Holders of Registrable Securities the opportunity to register
the sale of such number of Registrable Securities as such Holders may request in writing within (five (5) business days in the
case of filing a Registration Statement and (2) two business days in the case of an Underwritten Offering (unless such offering is
an overnight or bought Underwritten Offering, then one (1) business day), in each case after receipt of such written notice (such
Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or
Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1
to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in
such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering
under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the Company.


 






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2.2.2       Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of shares of the equity securities of the Company that the Company desires to sell, taken together with (a) the
shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been demanded pursuant to separate
written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable
Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement
and (c) the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested
pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number
of Securities, then:


 


(i)       If
the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Registration
or Underwritten Offering (A) first, the Common Stock or other equity securities of the Company that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding
the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A) and (B), Common Stock or other equity securities of the Company, if any, as to which Registration
or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other stockholders of the
Company, which can be sold without exceeding the Maximum Number of Securities; or


 


(ii)       If
the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or Underwritten Offering (A) first, Common Stock or other equity securities
of the Company, if any, of such requesting persons or entities and the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, pro rata based on the respective number of Registrable
Securities, Common Stock or other equity securities that each requesting persons, entities and Holder has requested be included in such
Underwritten Offering and the aggregate number of Registrable Securities, Common Stock or other equity securities that such persons, entities
and Holders have requested be included in such Underwritten Offering; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A), Common Stock or other equity securities of the Company that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A), and (B), Common Stock or other equity
securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate
written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3       Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for
any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its
intention to withdraw from such Piggyback Registration prior to, as applicable, the effectiveness of the Registration Statement
filed with the Commission with respect to such Piggyback Registration or the launch of the Underwritten Offering with respect to
such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the
Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement or
abandon an Underwritten Offering in connection with a Piggyback Registration at any time prior to the launch of such Underwritten
Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses
incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 






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2.2.4       Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to Section 2.2
of this Agreement shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section 2.1
of this Agreement.


 


2.3       Restrictions
on Registration Rights. If (a) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the
Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (b) the Holders have
requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board that such Underwritten
Offering would be materially detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of
such Registration Statement or the undertaking of such Underwritten Offering at such time, then in each case the Company shall furnish
to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be materially
detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten Offering in the near future and
that it is therefore essential to defer the filing of such Registration Statement or undertaking of such Underwritten Offering. In such
event, the Company shall have the right to defer such filing or offering for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period.


 


ARTICLE III

COMPANY PROCEDURES


 


3.1.       General
Procedures. The Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities
in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible and
to the extent applicable:


 


3.1.1       prepare
and file with the Commission, within the time frame required by Section 2.1.1, a Registration Statement with respect to such Registrable
Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective, including
filing a replacement Registration Statement, if necessary, until all Registrable Securities covered by such Registration Statement have
been sold or are no longer outstanding (such period, the “Effectiveness Period”);


 


3.1.2       prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the Demanding Holders or any Underwriter or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to
keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or are no longer outstanding;


 


3.1.3       prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering, and such Holders’ legal
counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary
Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the
legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by
such Holders; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available
on the Commission’s EDGAR system;


 






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3.1.4       prior
to any Registration of Registrable Securities, use its best efforts to (a) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (b) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take
any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;


 


3.1.5       cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6       provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7       advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 


3.1.8       during
the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement
to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities or its counsel;
provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on the
Commission’s EDGAR system;


 


3.1.9       notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act;


 


3.1.10       subject
to the provisions of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement exists, and
then to correct such Misstatement as set forth in Section 3.4 of this Agreement;


 


3.1.11       permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate,
at each such person’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter
into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of
any such information;


 


3.1.12       obtain
a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary
form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter may reasonably request,
and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.13       on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of
counsel representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and
the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being
given as the placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters, and reasonably satisfactory to such placement agent, sales agent or Underwriter;


 






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3.1.14       in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.15       make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule
promulgated thereafter by the Commission);


 


3.1.16       use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.17       otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


3.2.       Registration
Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders
that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3.       Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (a) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.


 


3.4       Suspension
of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (a) delay or postpone the
(i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or
requested pursuant to this Agreement, and (b) from time to time to require the Holders not to sell under any Registration Statement
or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its
subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the
advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus
of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which
in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of
legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each
such circumstance, a “Suspension Event”); provided, however, that the Company may not delay
or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60)
consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt
of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is
effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue
offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder
receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant
misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified
by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in
such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the
Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering
Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy
shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal,
regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention
policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.


 






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3.5       Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The
Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell shares of Registrable Securities held by such Holder without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such
Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1.       Indemnification.


 


4.1.1       The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) (collectively, the “Holder Indemnified Persons”)
against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable
attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section 4.1) resulting from
any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar
as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of such Holder Indemnified
Person specifically for use therein.


 


4.1.2       In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors and
officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out
of the enforcement of each such persons’ rights under this Section 4.1) resulting from any untrue or alleged untrue statement
of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, but only to the extent that the same are made in reliance
on and in conformity with information relating to the Holder so furnished in writing to the Company by or on behalf of such Holder specifically
for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.


 


4.1.3       Any
person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or
additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to
any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to
pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the
indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the
payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.


 






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4.1.4       The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities.


 


4.1.5       If
the indemnification provided under Section 4.1 of this Agreement is held by a court of competent jurisdiction to be unavailable
to an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that
the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such
Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and
4.1.3 of this Agreement, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any
investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5
were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty
of such fraudulent misrepresentation.


 


ARTICLE V

MISCELLANEOUS


 


5.1       Notices.
Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or
by courier service providing evidence of delivery or (c) transmission by hand delivery, telecopy, telegram, facsimile or email. Each
notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which it is mailed, in the case
of notices delivered by courier service, hand delivery, telecopy or telegram, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation, and in the
case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice or communication
under this Agreement must be addressed, if to the Company, to: EVgo Inc., 11835 West Olympic Boulevard, Los Angeles, California 90064,
Attention: Chief Legal Officer and General Counsel, or by email at: francine.sullivan@evgo.com,
and, if to any Holder, to the address of such Holder as it appears in the applicable register for the Registrable Securities or such other
address as may be designated in writing by such Holder (including on the signature pages hereto). Any party may change its address for
notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1.


 






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5.2       Assignment;
No Third Party Beneficiaries.


 





5.2.1       This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2       This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 


5.2.3       This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto or do not hereafter become a party to this
Agreement pursuant to Section 5.2 of this Agreement.


 


5.2.4       No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (a) written notice provided in accordance with Section 5.1 of this Agreement
and (b) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3       Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4       Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE
THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK
RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 


5.5       Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver
of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by
a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6       Other
Registration Rights. The Company represents and warrants that no person, other than (a) a Holder of Registrable Securities, (b) the
parties to those certain Subscription Agreements, dated as of January 21, 2021, by and between the Company and certain investors, and
(c) the holders of the Company’s warrants pursuant to that certain Warrant Agreement, dated as of September 29, 2020, by and between
the Company and Continental Stock Transfer & Trust Company, has any right to require the Company to register any securities of the
Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for
its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any
other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement
or agreements and this Agreement, the terms of this Agreement shall prevail and will not enter into any other registration rights agreement
or agreement with similar terms that would conflict with the terms and conditions of this Agreement.


 






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5.7       Term.
This Agreement shall terminate upon the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and (b) with respect
to any Holder, the date as of which such Holder ceases to hold any Registrable Securities. The provisions of Article V shall survive
any termination.


 


[SIGNATURE PAGES FOLLOW]


 






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IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	EVgo Inc.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Cathy Zoi
	 	 	Name: Cathy Zoi
	 	 	Title: Chief Executive Officer



 


[Signature Page to Registration Rights Agreement]


 









    


     


    

 


	 	HOLDERS:
	 	 
	 	EVgo Holdings, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ David Nanus
	 	 	Name:David Nanus
		 	Title:EVP



 


[Signature Page to Registration Rights Agreement]


 









    


     


    

 


	 	Climate Change Crisis Real Impact I Acquisition Holdings, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ John A. Cavalier
	 	 	Name:John A. Cavalier
	 	 	Title:Manager



 


	 	/s/ Mary Powell
	 	Mary Powell
	 	 
	 	/s/ Mimi Alemayehou
	 	Mimi Alemayehou
	 	 
	 	/s/ Richard Kauffman
	 	Richard Kauffman
	 	 
	 	/s/ Anne Frank-Shapiro
	 	Anne Frank-Shapiro
	 	 
	 	/s/ Daniel Gross
	 	Daniel Gross
	 	 
	 	/s/ Amir Mehr
	 	Amir Mehr
	 	 
	 	/s/ Stephen Moch
	 	Stephen Moch



 


[Signature Page to Registration Rights Agreement]