Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combinationapplicable Release Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or and/or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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 plantheir account, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementSecurities, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, (a) If at any time on or after prior to the date the Company consummates a Business Combination, Expiration Date the Company proposes to file a Registration Statement register shares of its Common Stock under the Securities Act with respect to an offering on any form for the registration of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or Common Stock under the Securities Act (the "Registration Statement") for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement registration relating to (i) filed a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with any employee stock option a merger or other benefit planconsolidation with, (ii) for an exchange offer, as part of a merger, consolidation another corporation; or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iii) a registration of securities proposed to be issued in exchange for an offering of debt that is convertible into equity other securities of the Company) in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), or (iv) for a dividend reinvestment plan, then it will at such time give prompt written notice to the Holder of its intention to do so and of the Holder's rights under this Section 7.1. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon the written request of the Holder to the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than made within ten (10) days before after the anticipated filing date giving of any such Registration Statement, notice (which notice request shall (A) describe specify the amount and type number of securities Shares intended to be included in such offeringdisposed of by the Holder and the intended method of disposition thereof), the intended method(s) of distributionCompany will include in the Registration Statement the Shares which the Company has been so requested to register by the Holder, and provided that the name Company's obligation shall continue after exercise of the proposed managing Underwriter or UnderwritersWarrants, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 but it need not include any Shares in a Piggy-back Registration on Statement filed after the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionExpiration Date.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combinationhereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 ten (510) Business Days after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combinationhereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement Statement: (i) filed in connection with any employee stock option or other benefit plan, ; (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business CombinationRelease Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity filed in connection with a business combination transaction in which the Company’s securities are issued to the security holders of the Company, other party to the transaction or (iv) for a dividend reinvestment plan, then the Company shall shall: (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten twenty (1020) days before the first anticipated filing date of such the Registration StatementStatement with the Commission, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five ten (510) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall use its best efforts to cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary a form with reasonably acceptable to the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s '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, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “"Piggy-back Registration”"). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders persons other than the Holders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) on Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) on S-8 (or any successor rule thereto), (iv) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iiiv) for an offering of debt that is convertible into equity securities of the Company, or (ivvi) for a dividend reinvestment plan, (vii) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade,” or (viii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not in no event less than ten seven (107) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration Registration, a “Piggy-back Back Registration”), provided that in the case of a Form F-1 Shelf pursuant to Section 2.4, such Piggy-Back Registration shall be limited to such Holders of Registrable Securities who are Original Holders . The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Back Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.2.1), other than a Registration Statement (i) filed in connection with any employee stock option option, employee stock purchase, or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an 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, (v) effected pursuant to Section 2.1 or 2.2 (which, for the avoidance of doubt, is addressed in and subject to the rights set forth therein), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities with respect to shares not subject to any lock-up, as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The foregoing rights shall not be available to any Investor at such time as (i) there is an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1 (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 2.1 and Section 2.2) and there was no reduction in registered shares as set forth in Section 2.1.4 or (ii) such Registration is solely to be used for the offering of securities by the Company shall, in good faith, for its own account. The Company shall cause such Registrable Securities to be included in such Piggy-back Registration registration, provided compliance by the Investors with Section 3.4, and the Company shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combinationhereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersstockholders or debt holders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, or (v) for the acquisition or purchase by or combination by merger or otherwise of the Company of, with or into another company or business entity or partnership, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not less than at least ten (10) days before the anticipated filing date of such Registration Statementon which the preliminary prospectus will be printed, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number and type of Registrable Securities as requested by such Holders may request holders in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(sUnderwriter or Underwriters (or the representatives thereof) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.2.1), other than a Registration Statement (i) filed in connection with any employee stock option option, employee stock purchase, or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, (v) effected pursuant to Section 2.1 or 2.2 (which, for the avoidance of doubt, is addressed in and subject to the rights set forth therein), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities with respect to shares not subject to any lock-up, as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The foregoing rights shall not be available to any Investor at such time as (i) there is an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1 (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 2.1 and 2.2 hereof) and there was no reduction in registered shares as set forth in Section 2.1.4 or (ii) such Registration is solely to be used for the offering of securities by the Company shall, in good faith, for its own account. The Company shall cause such Registrable Securities to be included in such Piggy-back Registration registration, provided compliance by the Investors with Section 3.4, and the Company shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 days after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date six (6) month anniversary of the Company consummates a Business CombinationFinal Closing, the Company proposes to file a Registration Statement (as defined in Section 5.12(j)) under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an 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, Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities (as defined in Section 5.12(j)) as soon as practicable (but not in no event less than ten (10) days days) before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriters (as defined in Section 5.12(j)), if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holder may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 In the event a Piggy-Back Registration involves an Underwriter or Underwriters, all holders of Registrable Securities proposing to distribute their Registrable Securities securities through an Underwritten Offering under this subsection 2.2.1 such Piggy-Back Registration shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities convertible into or other obligations exercisable or exchangeable for, or convertible into equity securities, by the Company for its own account or for the account of stockholders by shareholders of the Company for their own account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), Company) other than a Registration Statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s 's existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, shareholders or (iv) for a dividend reinvestment plan), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten thirty (1030) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, ; and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five fifteen (515) Business Days after days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, Release Date the Company proposes to file a by Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Statement, other than a Registration Statement (i) filed in connection with any employee stock option a transaction contemplated by Rule 145(a) promulgated under the Securities Act or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely pursuant 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 planForm S-8, then the Company shall (a) give written notice of such proposed filing to all the holders of the Holders of Registrable Securities Insider Shares as soon as practicable but not in no event less than ten (10) days Business Days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (Bb) offer to all the holders of the Holders of Registrable Securities Insider Shares in such notice the opportunity to register the sale of such number of Registrable Securities Insider Shares as such Holders holders may request in writing within five (5) Business Days after following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities Insider Shares to be included in such Piggy-back Registration registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities Insider Shares requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities Insider Shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing holders of Insider Shares who propose to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, Release Date the Company proposes to file a by Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Statement, other than a Registration Statement (i) filed in connection with any employee stock option a transaction contemplated by Rule 145(a) promulgated under the Securities Act or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely pursuant 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 planForm S-8, then the Company shall (a) give written notice of such proposed filing to all the holders of the Holders of Registrable Securities Insider Shares as soon as practicable but not in no event less than ten (10) days Business Days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (Bb) offer to all the holders of the Holders of Registrable Securities Insider Shares in such notice the opportunity to register the sale of such number of Registrable Securities Insider Shares as such Holders holders may request in writing within five (5) Business Days after following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities Insider Shares to be included in such Piggy-back Registration registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities Insider Shares requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities Insider Shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing holders of Insider Shares who propose to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date expiration of any applicable lock-up period to which an Investor’s shares are subject, if any, provided compliance by the Company consummates a Business CombinationInvestors with Section 3.4, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan, then the Company shall (a) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (Bb) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date of the Company consummates a Business Combination, Closing the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to an any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, (iii) in connection with an Exempt Issuance (as defined in the Note), (iv) in connection with a merger or acquisition, or (v) an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) for an aggregate price of at least $5,000,000 which is reasonably expected to result in the listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such the Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders holders may request in writing within five three (53) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 underwriter or underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) underwriter or underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. IfSubject to Sections 2.3 and 6.1, if at any time on or after the date the Company consummates a Business Combination, the Acquisition the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholderssecurity holders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company, or (ivv) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction (Registration Statements described in clauses (i)-(vi) herein, “Allowable Registration Statements”), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) business days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after business days following receipt by such holder of such written notice (such Registration a “Piggy-back Back Registration”). The Subject to Section 2.2.2, the Company shallshall include in such Registration Statement such Registrable Securities requested to be included therein within five (5) business days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in good faithconnection with such registration, cause the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein shall enter into any underwriting agreement requested by the Company in such Piggy-back Registration accordance with Section 3.2.1, and the Company shall use its best commercially reasonable 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 Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included and other Persons selling securities in such Registration Underwritten Offering 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date that the Company consummates a an Initial Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders securityholders of the Company for their account (or by the Company and by the stockholders securityholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholderssecurityholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company, or (ivv) for a dividend reinvestment plan, or (vi) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property of a non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to all the holders of the Holders Released Registrable Securities and holders of Registrable Securities that are likely to become Released Registrable Securities prior to the effectiveness of such Registration Statement as soon as practicable but not in no event less than ten (10) business days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all the holders of the Holders of Released Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after business days following receipt by such holder of such written notice (such Registration a “Piggy-back Back Registration”). The Subject to Section 2.2.2, the Company shallshall include in such Registration Statement such Released Registrable Securities and Registrable Securities that, in good faiththe sole discretion of the Company, cause are likely to become Released Registrable Securities prior to the effectiveness of such Registration Statement requested to be included therein within five (5) business days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Released Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Released Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Released Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Released Registrable Securities to be included in such Piggy-back Registration therein must, and the Company shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Released Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included and other Persons selling securities in such Registration Underwritten Offering and to permit the sale or other disposition of such Released Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Released Registrable Securities and Registrable Securities that, in the sole discretion of the Company, are likely to become Released Registrable Securities prior to the effectiveness of such Holders Registration Statement proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders securityholders of the Company for their account (or by the Company and by the stockholders securityholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholderssecurityholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or Company (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”); provided that the Company shall not be obligated to provide such notice to EBC after the seventh anniversary of the date of this Agreement. The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combinationhereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Company, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, (v) filed pursuant to Section 2.1 hereof or (vi) filed in connection with an Underwritten Block Trade for its own account, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Piggy-back Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company, or (ivv) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days Business Days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after following receipt by such holder of such written notice (such Registration a “Piggy-back Back Registration”). The Subject to Section 2.2.2., the Company shall, shall include in good faith, cause such Registration Statement such Registrable Securities requested to be included therein within five (5) Business Days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-back Back Registration and is to be an Underwritten Offering, then the Company shall use its best commercially reasonable 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 Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included and other Persons selling securities in such Registration Underwritten Offering 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business CombinationFiling Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Piggy-back Registration at any time in its sole discretion.

Piggy-Back Rights. If, (a) If at any time on or after the date the Company consummates a Business CombinationEffective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an 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, (v) that is on Form S-4 (as promulgated under the Securities Act) relating to equity securities to be issued solely in connection with any acquisition of any entity or business or their then equivalents, or (vi) filed relating to equity securities to be issued under the PIPE Subscription Agreements, provided however, that the limitation under (vi) shall only apply to the first Registration Statement filed by the Company as required under the PIPE Subscription Agreements, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionRegistration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, of hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, other than pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, plan or (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s '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, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities HYUNDAI as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities HYUNDAI in such notice the opportunity to register the sale of such number of Registrable Securities Shares as such Holders HYUNDAI may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities Shares to be included in such Piggy-back Registration registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities Shares requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities Shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 HYUNDAI shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters, if any, selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, an initial business combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company, or (ivv) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) business days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after business days following receipt by such holder of such written notice (such Registration a “Piggy-back Back Registration”). The Subject to Section 2.2.2., the Company shallshall include in such Registration Statement such Registrable Securities requested to be included therein within five (5) business days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in good faithconnection with such registration, cause the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included in such Piggy-back Registration therein must, and the Company shall use its best commercially reasonable 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 Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included and other Persons selling securities in such Registration Underwritten Offering 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combinationhereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of by stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof)for their own account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to all of the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities each Holder as soon as practicable but not in no event less than ten forty-five (1045) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities each Holder in such notice the opportunity to register the sale of such number of shares (or other amount) and type of Registrable Securities as such Holders Holder may request in writing within five fifteen (515) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such 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 If any Holder proposes to distribute their Registrable Securities its securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters, such Holder shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the CompanyPiggy-Back Registration. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registrations effected under this Section 2.2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Piggy-Back Rights. If, at any time on or after the date closing of the Company consummates a Business CombinationMerger, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an 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, (iv) filed pursuant to Section 2.3, or (ivv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) 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 Piggy-back such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such 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 of Registrable Securities proposing to distribute their Registrable Securities through a Piggyback Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter(s) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionRegistration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.2.1), other than a Registration Statement (i) filed in connection with any employee stock option option, employee stock purchase, or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, (v) effected pursuant to Section 2.1 or 2.2 (which, for the avoidance of doubt, is addressed in and subject to the rights set forth therein), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities with respect to shares not subject to any lock-up, as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The foregoing rights shall not be available to any Investor at such time as (i) there is an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1 (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 2.1 and 2.2 hereof and there was no reduction in registered shares as set forth in Section 2.1.4 or (ii) such Registration is solely to be used for the offering of securities by the Company shall, in good faith, for its own account. The Company shall cause such Registrable Securities to be included in such Piggy-back Registration registration, provided compliance by the Investors with Section 3.4, and the Company shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. IfSubject to Sections 2.3 and 6.1, if at any time on or after the date the Company consummates a Business Combination, the Acquisition the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company, or (ivv) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction (Registration Statements described in clauses (i)-(vi) herein, “Allowable Registration Statements”), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) business days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after business days following receipt by such holder of such written notice (such Registration a “Piggy-back Back Registration”). The Subject to Section 2.2.2., the Company shallshall include in such Registration Statement such Registrable Securities requested to be included therein within five (5) business days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in good faithconnection with such registration, cause the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included in such Piggy-back Registration therein must, and the Company shall use its best commercially reasonable 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 Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included and other Persons selling securities in such Registration Underwritten Offering 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date expiration of the Company consummates a Business Combination, Lock-Up Period the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securitiesEquity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiesinto, Equity Securities, by the Company for its own account or and/or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof)for their account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or Company (iv) for a dividend reinvestment planplan or (v) filed in connection with a business combination transaction involving the Company, including a merger, asset acquisition, share purchase, recapitalization, reorganization or other similar type of transaction, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten twenty (1020) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five twenty (520) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through an Underwritten Offering under this subsection 2.2.1 a Piggy-Back Registration that involves a managing Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, (a) If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereofClause 11.1), other than a Registration Statement (ia) filed in connection with any employee stock share option or other benefit plan, (iib) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iiic) for an offering of debt that is convertible into equity securities of the Company, (d) filed on Form F-4 or S-4 (ivor any successor form thereto) related to any merger, acquisition or business combination, (e) for a dividend reinvestment plan, or (f) for a rights offering, then the Company shall (i) give written notice of such proposed filing to all of the Holders of Registrable Securities Investor as soon as practicable but not in no event less than ten fifteen (1015) calendar days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (Bii) offer to all of the Holders of Registrable Securities Investor in such notice the opportunity to register the sale of such number up to all of Registrable Securities the Subscription Shares, as such Holders Investor may request in writing within five ten (510) Business Days after calendar days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Subject to Clause 11.7(b), the Company shall, in good faith, shall cause such Registrable Securities Subscription Shares to be included in such Piggy-back Back Registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities Subscription Shares requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities Subscription Shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing In the event of an underwritten offering, the inclusion of any Subscription Shares in a Piggy-Back Registration shall be subject to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall Investor’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionoffering.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combinationof this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an 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 planplan or (v) filed in connection with issuance of securities in a merger or acquisition transaction, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities Investors as soon as practicable but not in no event less than ten (10) calendar days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities Investors in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders Investors may request in writing within five (5) Business Days after calendar days following receipt of such written notice (such Registration a “Piggy-back Back Registration”); provided that the rights provided under this Section 2.3.1 shall not be available to any Investor at such time as (a) there is an effective Resale Shelf Registration Statement available for the resale of all Registrable Securities pursuant to Section 2.1, (b) such Registration is solely to be used for the offering of securities by the Company for its own account and (c) no other stockholder of the Company is entitled to participate in such Registration. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back Back Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders security holders of the Company for their accounts (or by the Company and by the stockholders security holders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement Statement: (i) filed in connection with any employee stock option or other benefit plan, plan on Form S-8; (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s 's existing stockholders, security holders; (iii) for an offering of debt that is convertible into equity securities of the Company, or ; (iv) for a dividend reinvestment plan; or (v) in connection with an acquisition or merger on Form S-4, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 The Holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the CompanyPiggy-Back Registration. The Company may postpone Holders shall have the right to request no more than five (5) Piggy-Back Registrations during the period commencing on or withdraw after the filing or date hereof and expiring on a date which is five (5) years from the effectiveness of a Piggyback Registration at any time in its sole discretiondate hereof.

Piggy-Back Rights. If, If at any time on or after the date expiration of the Company consummates a Business Combinationany lock-up to which an Investor’s shares are subject, if any, provided compliance by the Investors with Section 3.4, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The foregoing rights shall not be available to any Investor at such time as (i) there is an effective Resale Shelf Registration Statement available for the resale of the Registerable Securities pursuant to Section 2.1, (ii) such Registration is solely to be used for the offering of securities by the Company shall, for its own account and (iii) no other shareholder of the Company is entitled to participate in good faith, such Registration. The Company shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, a) If at any time on or after the date the Company consummates a Business CombinationEffective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, (v) that is a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities, or (vi) that is on Form S-4 (as promulgated under the Securities Act) relating to equity securities to be issued solely in connection with any acquisition of any entity or business or their then equivalents, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionRegistration.

Piggy-Back Rights. If, (a) If at any time on or after prior to the date the Company consummates a Business Combination, Expiration Date the Company proposes to file a Registration Statement register shares of its Common Stock under the Securities Act with respect to an offering on any form for the registration of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or Common Stock under the Securities Act (the "Registration Statement") for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement registration relating to (i) filed a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with any employee stock option a merger or other benefit planconsolidation with, (ii) for an exchange offer, as part of a merger, consolidation another corporation; or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iii) a registration of securities proposed to be issued in exchange for an offering of debt that is convertible into equity other securities of the Company) in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), or (iv) for a dividend reinvestment plan, then it will at such time give prompt written notice to the Holder of its intention to do so and of the Holder's rights under this Section 8.1. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon the written request of the Holder to the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than made within ten (10) days before after the anticipated filing date giving of any such Registration Statement, notice (which notice request shall (A) describe specify the amount and type number of securities Shares intended to be included in such offeringdisposed of by the Holder and the intended method of disposition thereof), the intended method(sCompany will include in the Registration Statement the Shares (the "Registrable Shares") of distributionwhich the Company has been so requested to register by the Holder, and provided that the name Company's obligation shall continue after exercise of the proposed managing Underwriter or UnderwritersWarrants, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 but it need not include any Shares in a Piggy-back Registration on Statement filed after the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionExpiration Date.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.2.1), other than a Registration Statement (i) filed in connection with any employee stock option option, employee stock purchase, or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, (v) effected pursuant to Section 2.1 or 2.2 (which, for the avoidance of doubt, is addressed in and subject to the rights set forth therein), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities with respect to shares not subject to any lock-up, as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The foregoing rights shall not be available to any Investor at such time as (i) there is an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1 (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 2.1 and 2.2 hereof) and there was no reduction in registered shares as set forth in Section 2.1.4 or (ii) such Registration is solely to be used for the offering of securities by the Company shall, in good faith, for its own account. The Company shall cause such Registrable Securities to be included in such Piggy-back Registration registration, provided compliance by the Investors with Section 3.4, and the Company shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders securityholders of the Company for their account (or by the Company and by the stockholders securityholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholderssecurityholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or Company (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, Capital Stock by the Company for its own account or for the account of by stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-B (or any substitute or successor form that may be adopted by the SEC), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an 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, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten thirty (1030) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, the jurisdictions in which the Company will attempt to qualify such securities under the applicable blue sky or other state securities laws and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such of the offering, ; and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale any number of such number shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after 30 days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All such Holders proposing to distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company GCT proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by GCT for its own account or for the security holders of GCT for their account of stockholders of the Company (or by the Company GCT and by the stockholders security holders of the Company including, without limitation, pursuant to Section 2.1 hereofGCT), other than a Registration Statement registration statement (i) filed in connection with an offering of securities to employees or directors of GCT pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the CompanyGCT’s existing stockholderssecurity holders, (iiiiv) for an offering of debt that is convertible into equity securities of the CompanyGCT, or (ivv) for a dividend reinvestment plan, or (vi) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of GCT’s shareholders having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction, then the Company GCT shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten three (103) business days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such of the offering, and (By) offer to all of the Holders holder of Registrable Securities in such notice the opportunity to register the sale of such number of the Registrable Securities as such Holders holders may request in writing within five three (53) Business Days after business days following receipt by such holder of such written notice (such Registration a “Piggy-back Back Registration”), provided, however, the holder of the Registrable Securities shall only be entitled to one Piggy-Back Registration right. The Company shall, GCT shall include in good faith, cause such registration statement such Registrable Securities that are requested to be included in therein within three (3) business days after the receipt by such Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters holder 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 Piggy-back Registration any such notice, on the same terms and conditions as any similar securities of GCT. If at any time after giving written notice of its intention to register any securities and prior to the Company effective date of the registration statement filed in connection with such registration, GCT shall determine for any reason not to register or to delay registration of such securities, GCT may, at its election, give written notice of such determination to each holder of Registrable Securities, and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an underwritten offering, then the holder making a request for its Registrable Securities to be included in such Registration therein must, 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 The holder of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 underwriter or underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) underwriter or underwriters selected for such Underwritten Offering by Piggy-Back Registration and the Company. The Company may postpone holder of the Registrable Securities shall be responsible for any fees or withdraw commissions due to such underwriters in connection with the filing or the effectiveness sale of a Piggyback Registration at any time in its sole discretionsuch Registrable Securities.

Piggy-Back Rights. If, If at any time on or after the date of the Company consummates a Business Combination, Closing the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) (including but not limited to all amendments to Registration Statement File No. 333-253154, which was originally filed by the Company with the SEC on February 16, 2021) with respect to an any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer, as part of a merger, consolidation dividend reinvestment plan or similar transaction or for an 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, in connection with a merger or (iv) for a dividend reinvestment planacquisition, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such the Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders holders may request in writing within five three (53) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with on the Underwriter(s) selected for such Underwritten Offering same date that the Registration Statement is declared effective by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionSEC).

Piggy-Back Rights. If, If at any time on or after the date expiration of the Company consummates a Business Combination, Lock-up Period the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company, or (ivv) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction (Registration Statements described in clauses (i)-(vi) herein, “Allowable Registration Statements”), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable practicable, but not in no event less than ten (10) business days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after business days following receipt by such holder of such written notice (such Registration a “Piggy-back Back Registration”). The Subject to Section 2.2.2., the Company shallshall include in such Registration Statement such Registrable Securities requested to be included therein within five (5) business days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in good faithconnection with such registration, cause the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included in such Piggy-back Registration therein must, and the Company shall use its best commercially reasonable 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 be, included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included and other Persons selling securities in such Registration Underwritten Offering, 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after Release Date I as it relates to the date 10,000,000 shares of Common Stock and Release Date II as it relates to the Company consummates a Business CombinationWarrant Securities, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at (i) The Lenders shall have the right to include the Registrable Securities as part of any time on or after the date underwritten public offering of securities conducted by the Company consummates (other than (A) in connection with a Business Combination, the Company proposes to file a Registration Statement transaction contemplated by Rule 145(a) promulgated under the Securities 1933 Act with respect or (B) pursuant to an offering of equity securitiesForm S-8 or any equivalent form), or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, whether for its own account or for the account of stockholders any other Person; provided, however, that if, the managing underwriter(s) of such public offering (including for the Company (avoidance of doubt, any “bought deal,” “registered direct offering” or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i“overnight transaction”) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of advises the Company, any selling stockholders participating in such offering and the participating Lenders in writing that, in their opinion, the total amount of securities that the Company, such Lenders and any other holders entitled to participate in such offering propose to include in such offering is such as to materially adversely affect the price, timing or (iv) for a dividend reinvestment plandistribution of such offering, then the Company shall give written notice of be obligated to include in such proposed filing to all offering and the applicable registration statement only such limited portion of the Holders Registrable Securities with respect to which the Lender requested inclusion hereunder as the underwriter shall reasonably permit after the inclusion of any securities by the Company or the holders of Common Stock that obtained registration rights from the Company pursuant to that certain Registration Rights Agreement, dated as of April 26, 2010, as applicable. Any exclusion of Registrable Securities as soon as practicable but not less than ten (10) days before shall be made pro rata among the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities Lenders seeking to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of include Registrable Securities in proportion to the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities sought to be included in by such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereofLenders. All such Holders Lenders proposing to distribute their Registrable Securities through an Underwritten Offering offering under this subsection 2.2.1 Section 2(d) shall enter into an underwriting agreement in customary form with the Underwriter(s) underwriters selected for such Underwritten Offering offering by the Company. The Company may postpone or withdraw the filing or the effectiveness such holder of a Piggyback Registration at any time in its sole discretionCommon Stock that have registration rights, as applicable.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement registration statement under the Securities 1933 Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into equity securities, by the Company for its own account or for the account of stockholders by shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s 's existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Companyshareholders, or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) 30 days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, ; and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after 15 days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All such Holders proposing to distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, and from time to time the Company proposes to file effect a Registration Statement registration of any of its securities under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securitiesAct, for its own account or for the account of one or more stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), a "Proposed Registration") (other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities registration relating solely to the Company’s existing stockholders, (iii) for an offering sale of debt that is convertible into equity securities of the Companyto participants in a Company employee stock or similar plan, or (iv) a registration in which the only Common Stock being registered is Common Stock issuable pursuant to a business combination), and the registration form to be used may be used for a dividend reinvestment planthe registration of Registrable Securities, then the Company shall promptly give each Investor written notice of such proposed filing registration. Upon the written request of an Investor given within twenty (20) days after receipt of such notice (such request to include the number of Registrable Securities that the Investor wishes to be included in the Proposed Registration), the Company shall cause all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of that each such Registration Statement, which notice shall (A) describe the amount and type of securities Investor has requested to be registered to be included in such offeringregistration. If the Company's proposed registration is an underwritten offering the underwriter will be selected by the Company, provided, however, that the underwriter shall be a major brokerage firm or investment bank of recognized stature in the brokerage and investment banking industries. Notwithstanding any other provision of this Section 11, if the managing underwriter advises the Company in writing (with a copy to each Investor) that marketing factors require a limitation of the number of shares to be underwritten, the intended method(s) of distributionmanaging underwriter may allocate the shares to be included in the Proposed Registration, and first, to the name of Company; second, to the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of Investors on a pro rata basis based on the Holders of Registrable Securities the opportunity to register the sale of such total number of Registrable Securities as such Holders held by the Investors; and third, to any stockholder of the Company (other than an Investor) on a pro rata basis, provided that the Investors may request in writing within five (5) Business Days after receipt not be cut back to an aggregate of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities less than 20% of the shares to be included in such Piggy-back Registration the underwriting. Subject to the immediately preceding sentence, the Company shall so advise all the Investors of Registrable Securities, and shall use its best efforts to cause the managing Underwriter or Underwriters number of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to shares that may be included in a Piggy-back the Proposed Registration on shall be allocated among them, as nearly as practicable among the same terms holders of Registrable Securities and conditions as any similar securities other stockholders in proportion to the respective amounts of shares held by such Persons at the time of filing of the Company included in such Registration and to permit registration statement. To facilitate the sale or other disposition allocation of such Registrable Securities shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with above provisions, the Underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw round the filing or number of shares allocated to any Person to the effectiveness of a Piggyback Registration at any time in its sole discretionnearest whole share.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, Anniversary Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders security holders of the Company for their accounts (or by the Company and by the stockholders security holders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement Statement: (i) filed in connection with any employee stock option or other benefit plan, plan on Form S-8; (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholders, security holders; (iii) for an offering of debt that is convertible into equity securities of the Company, or ; (iv) for a dividend reinvestment plan; or (v) in connection with an acquisition or merger on Form S-4, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 The Holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the CompanyPiggy-Back Registration. The Company may postpone Holders shall have the right to request no more than five (5) Piggy-Back Registrations during the period commencing on or withdraw after the filing or Anniversary Date and expiring on a date which is five (5) years from the effectiveness of a Piggyback Registration at any time in its sole discretionAnniversary Date.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders security holders of the Company for their account (or by the Company and by the stockholders security holders of the Company including, without limitation, pursuant to Section Sections 2.1 hereofor 2.3), other than a Registration Statement (i) filed in connection with any employee stock option on Forms S-4 or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the CompanyS-8, or (iv) successor forms, and other than an amendment to, or replacement registration statement covering the securities registered on, the Registration Statement on Form S-3 filed by the Company on July 8, 2011, and as thereafter amended, registering shares for a dividend reinvestment planissuance in acquisitions or pursuant to equity incentive plans, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities Holder as soon as practicable but not in no event less than ten (10) days Business Days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities Holder in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders the Holder may request in writing within five (5) Business Days after following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit offer the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as the Common Stock or any similar securities of the Company included in such 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 If the Holder proposes to distribute their Registrable Securities its securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters, the Holder shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business CombinationJune 16, 2017, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, Limitation pursuant to Section 2.1 hereof), S ction 2.1) other than a Registration Statement (i) filed in iJ1 connection with any employee empl oyee stock option ption or other benefit plan, plan (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely so lely to the Company’s Company s existing stockholdersshareholders, (iiiili) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities, which shall include the Yatra Piggy-Back Investors if any who hold Registrable Securities at the time of any such filing, as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount an1ount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, Underwriters if any, in such offeringany of the ffering, and (By) offer to all of the Holders holders of Registrable Securities SecLLrities in su h notice the opportunity to register the tbe sale of such number of Registrable shares of Regi trable Securities as such Holders holders may request in writing within five (5) Business Days after days follow in g receipt of such written notice (such Registration a “a' Piggy-back Registration”Back Registr 1tion '). The l11c Company shall, in good faith, shall cause such Registrable Securities to Securit i es t be included in such Piggy-back Registration registration and shall shal l use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.p rmit 11 NY 246129805v9

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to conduct a registered offering of, or to file a Registration Statement under the Securities Act with respect to an offering of of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, including pursuant to Section 2.1 hereofthe Existing Registration Rights Agreement), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iiiiv) for an offering of debt that is convertible into equity securities of the Company, or (ivv) for a dividend reinvestment plan, or (vi) for a Block Trade, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than (a) with respect to an Underwritten Demand Notice under subsection 2.1.3 of the Existing Registration Rights Agreement, four (4) days after receipt of such Underwritten Demand Notice or (b) with respect to any other registration, (x) ten (10) days before the anticipated filing date of such Registration StatementStatement or (y) in the case of an Underwritten Offering pursuant to a Form S-3 Shelf, ten (10) days before the anticipated filing date of the prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, offering and (B) 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 days after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use its best commercially reasonable 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 2.2.1, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement registration statement under the Securities 1933 Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into equity securities, by the Company for its own account or for the account of stockholders by shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), or (ii) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) 30 days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, ; and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after 15 days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All such Holders proposing to distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an 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 planplan or (v) filed pursuant to the terms of the BCA (if the offering is not an underwritten offering), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register Register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by Piggy-Back Registration. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. and its designees may exercise its rights under this section only in the seven-year period beginning on the effective date of the registration statement on Form S-1 filed with the Commission in connection with the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion’s initial public offering.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s 's existing stockholders, stockholders or (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment planfiled on Form S-4, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities HYUNDAI as soon as practicable but not in no event less than ten (10) calendar days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities HYUNDAI in such notice the opportunity to register the sale of such number of Registrable Securities Shares as such Holders HYUNDAI may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities Shares to be included in such Piggy-back Registration registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities Shares requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities Shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 HYUNDAI shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters, if any, selected for such Underwritten Offering by the CompanyPiggy-Back Registration. The Company may postpone or withdraw the filing or the effectiveness shall not be obligated to effect more than five (5) Piggy-Back Registrations under this Section 2.2.1 in respect of a Piggyback Registration at any time in its sole discretionRegistrable Shares.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combinationexpiration of any lock-up to which an Investor’s Registrable Securities are subject, and subject to compliance by such Investor with Section 3.4, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The foregoing rights shall not be available to any Investor at such time as (x) there is an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1, (y) such Registration is solely to be used for the offering of securities by the Company shall, for its own account and (z) no other shareholder of the Company is entitled to participate in good faith, such Registration. The Company shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders security holders of the Company for their account (or by the Company and by the stockholders security holders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement registration statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholderssecurity holders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of the Company’s shareholders having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to all the holders of the Holders of Registrable Securities Equity Consideration Shares and the Conversion Shares as soon as practicable but not in no event less than ten three (103) business days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such of the offering, and (By) offer to all the holder of the Holders of Registrable Securities Equity Consideration Shares and the Conversion Shares in such notice the opportunity to register the sale of such number of Registrable Securities the Equity Consideration Shares and the Conversion Shares as such Holders holders may request in writing within five three (53) Business Days after business days following receipt by such holder of such written notice (such Registration a “Piggy-back Back Registration”), provided, however, the holder of the Equity Consideration Shares and the Conversion Shares shall only be entitled to one Piggy-Back Registration right. The Company shall, shall include in good faith, cause such Registrable Securities registration statement such Equity Consideration Shares and the Conversion Shares that are requested to be included in therein within three (3) business days after the receipt by such Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters holder 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 Piggy-back Registration any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of the Equity Consideration Shares and the Conversion Shares, and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Equity Consideration Shares or Conversion Shares in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Equity Consideration Shares or Conversion Shares for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an underwritten offering, then the holder making a request for its Equity Consideration Shares or Conversion Shares to be included in such Registration and to therein must permit the sale or other disposition of such Registrable Securities Equity Consideration Shares or Conversion Shares in accordance with the intended method(s) of distribution thereof. All such Holders The holder of the Equity Consideration Shares and the Conversion Shares proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 underwriter or underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) underwriter or underwriters selected for such Underwritten Offering by Piggy-Back Registration and the Company. The Company may postpone holder of the Equity Consideration Shares and the Conversion Shares shall be responsible for any fees or withdraw commissions due to such underwriters in connection with the filing or the effectiveness sale of a Piggyback Registration at any time in its sole discretionsuch Equity Consideration Shares and Conversion Shares.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders securityholders of the Company (other than the Investors) for their accounts (or by the Company and by the stockholders securityholders of the Company including, without limitation, pursuant to Section 2.1 hereof(other than the Investors)), other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s 's existing stockholderssecurityholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) that is prepared and filed pursuant to the terms of any of the Other Agreements listed in clause (i) or clause (ii) of the definition of "Other Agreements" (expressly excluding from this clause (iv) any Registration Statement with respect to which "Purchasers", "Investors" and/or "Holders" under any of the Other Agreements request securities to be included therein pursuant to "piggy-back" registration rights), or (ivv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Investors who hold Registrable Securities as soon as practicable but not in no event less than ten twenty (1020) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Investors holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders Investors may request in writing within five ten (510) Business Days after days following receipt of such written notice (any such Registration registration that includes Registrable Securities held by Investors, a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company that are included in such Piggy-Back 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 Investors who hold Registrable Securities proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after time, subject to compliance by the date the Company consummates a Business CombinationInvestors with Section 3.4, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders equityholders of the Company for their account (or by other than, for the Company and by the stockholders avoidance of the Company including, without limitationdoubt, pursuant to Section Sections 2.1 hereofor 2.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an 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, (v) for an “at-the-market” offering of the Company’s securities, (vi) for equity line of credit transactions or related forward-purchase offerings or other offerings conducted pursuant to Rule 415 under the Securities Act entered into in connection with the consummation of the Business Combination, or (vii) for a corporate reorganization or transaction under Rule 145 of the Securities Act, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten five (105) calendar days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five three (53) Business Days after calendar days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected by the Company for such Underwritten Offering by Piggy-Back Registration; provided that no holder participating in a Piggy-Back Registration shall be required to make any representations or warranties to or agreements with the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time Underwriters other than representations, warranties or agreements reasonably required by such Underwriters customarily included in its sole discretionunderwriting agreements for offerings similar to such Piggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an 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 planplan or (v) filed pursuant to the terms of the BCA (if the offering is not an underwritten offering), then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register Register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by Piggy-Back Registration. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. and its designees may exercise its rights under this section only in the seven- year period beginning on the effective date of the registration statement on Form S-1 filed with the Commission in connection with the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion’s initial public offering.

Piggy-Back Rights. If, (a) If at any time on or after prior to the date the Company consummates a Business Combination, Expiration Date the Company proposes to file a Registration Statement register shares of its Common Stock under the Securities Act with respect to an offering on behalf of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or any stockholder on any form for the account registration (the "Registration Statement") of stockholders of securities under the Company Securities Act (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement registration relating to (i) filed a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with any employee stock option a merger or other benefit planconsolidation with, (ii) for an exchange offer, as part of a merger, consolidation another corporation; or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iii) a registration of securities proposed to be issued in exchange for an offering of debt that is convertible into equity other securities of the Company) in a manner which would permit registration of the Warrant Shares for sale to the public under the Securities Act (a "Piggyback Registration"), or (iv) for a dividend reinvestment plan, then it will at such time give prompt written notice to the Holder of its intention to do so and of the Holder's rights under this Section 7.1. Such right is referred to hereinafter as "Piggyback Registration Right". Upon the written request of the Holder to the Company (which request shall give written notice specify the number of such proposed filing Warrant Shares intended to all be disposed of by the Holders Holder and the intended method of Registrable Securities as soon as practicable but not less than ten disposition thereof) received by the Company within twenty (1020) days before after the anticipated filing date giving of any such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The , the Company may postpone or withdraw will include in the filing or Registration Statement the effectiveness Warrant Shares which the Company has been so requested to register by the Holder, provided that the Company's obligation shall continue after exercise of the Warrants, but it need not include any Warrant Shares in a Piggyback Registration at any time in its sole discretionStatement filed after the Expiration Date.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combinationhereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders shareholders of the Company (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 ten (510) Business Days after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.2), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, or (v) securities proposed to be issued in exchange for securities or assets of another entity, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering Piggy-Back Registration. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.3.1 with respect to the Registrable Securities shall terminate on such date the Registrable Securities may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the Companycounsel to the Company pursuant to a written opinion letter to such effect. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, Release Date the Company proposes to file a by Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof)Statement, other than a Registration Statement (i) filed in connection with any employee stock option a transaction contemplated by Rule 145(a) promulgated under the Securities Act or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely pursuant 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 planForm S-8, then the Company shall (a) give written notice of such proposed filing to all the holders of the Holders of Registrable Securities Insider Shares as soon as practicable but not in no event less than ten (10) days Business Days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (Bb) offer to all the holders of the Holders of Registrable Securities Insider Shares in such notice the opportunity to register the sale of such number of Registrable Securities Insider Shares as such Holders holders may request in writing within five (5) Business Days after following receipt of such written notice (such Registration a “Piggy"PIGGY-back Registration”BACK REGISTRATION"). The Company shall, in good faith, shall cause such Registrable Securities Insider Shares to be included in such Piggy-back Registration registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities Insider Shares requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities Insider Shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing holders of Insider Shares who propose to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to file a Registration Statement ----------------- registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, by the Company for its own account or for the account of stockholders any class of the Company security (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement registration statement on Form S-4 or S-8 (ior any successor form thereto)) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to under 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 planAct, then the Company shall give written notice of such proposed filing to all each of the Holders of Registrable Securities as soon as practicable but not less than ten at least twenty (1020) days before the anticipated filing date of date, and such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of detail the proposed managing Underwriter registration and distribution (including those jurisdictions where registration under the securities or Underwriters, if any, in blue sky laws is intended) and offer such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as each such Holders Holder may request in writing within five (5) Business Days after receipt of such written notice (such Registration a “Piggy-back Registration”)request. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use its best efforts to cause (within ten (10) days of the managing Underwriter or Underwriters of a proposed Underwritten Offering notice provided for in the preceding sentence) to permit the Holders who have requested to participate in the registration for such offering to include such Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Registration such offering on the same terms and conditions as any similar the securities of the Company included in therein. Notwithstanding the foregoing, if such Registration registration involves an underwritten offering and to permit the sale managing underwriters or other disposition underwriters (the "COMPANY ------- UNDERWRITER") shall advise the Holders of such Registrable Securities in accordance with writing ----------- that, in its opinion, the intended method(stotal amount of securities requested to be included in such offering (the "TOTAL SECURITIES") is sufficiently large so as to have an ---------------- adverse effect on the success of the distribution thereof. All of the Total Securities, then the Company shall include in such Holders proposing registration, to distribute their the extent of the number of Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement which the Company is so advised can be sold in customary form with (or during the Underwriter(stime of) selected such offering, first, all Common Stock or securities convertible ----- into, or exchangeable or exercisable for, Common Stock that the Company proposed to register for its own account, second, all securities proposed to be ------ registered by all Designated Holders and Other Investors, pro rata among such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionDesignated Holders and Other Investors, and third, all other securities proposed ----- to be registered.

Piggy-Back Rights. If, (a) If at any time on or after the date the Company consummates a Business CombinationEffective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, (v) that is on Form S-4 or Form F-4 (as promulgated under the Securities Act) relating to equity securities to be issued solely in connection with any acquisition of any entity or business or their then equivalents, or (vi) filed relating to equity securities to be issued under the PIPE Subscription Agreements, provided however, that the limitation under (vi) shall only apply to the first Registration Statement filed by the Company as required under the PIPE Subscription Agreements, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionRegistration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholderssecurity holders, (iii) relating to a transaction contemplated by Rule 145(a) promulgated under the Securities Act, (iv) for an offering of debt that is convertible into equity securities of the Company, Company or (ivv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five ten (510) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the CompanyPiggy-Back Registration. The Company may postpone or withdraw shall not be obligated to effect any such registration pursuant to this Section 2.2 if the filing or holders of the effectiveness Registrable Securities, together with the holders of a Piggyback Registration any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any time in its sole discretionaggregate price to the public of less than $500,000.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into equity securities, by the Company for its own account or for the account of stockholders by shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the SEC), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Companyshareholders, or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten thirty (1030) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, ; and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five fifteen (515) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All such Holders proposing to distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement registration statement under the Securities 1933 Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into equity securities, by the Company for its own account or for the account of stockholders by shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s 's existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Companyshareholders, or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) 30 days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, ; and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after 15 days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All such Holders proposing to distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, (i) If at any time on or after the date that the Company consummates a an Initial Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an any offering of equity securities, or its securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders any holders of the Company its securities (or by the Company and by the stockholders security holders of the Company Company, including, without limitation, pursuant to Section 2.1 hereof), other than (A) a Registration Statement (i) filed in connection with registration of securities relating solely to an offering and sale to employees or directors of the Company pursuant to any employee stock option plan or other employee benefit planplan arrangement, (iiB) for a registration on Form S-4 or S-8 or any successor form to such forms, (C) an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholdersshareholders, (iiiD) for an offering of debt that is convertible into equity securities of the Companysecurities, or (ivE) for a dividend reinvestment plan, then or (F) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then, as soon as practicable (but in no event less than ten (10) business days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementSecurities, which notice shall (A) describe the amount and type class of securities to be included in such offering, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such of the offering, and (B) such notice shall offer to all the holders of the Holders of such Registrable Securities the opportunity to register the sale of such number of Registrable Securities as each such Holders holder may request in writing (a “Piggy-Back Registration”). Subject to Section 2.2(b), the Company shall include in such Registration Statement all such Registrable Securities requested to be included therein within five (5) Business Days business days after the receipt by such holder of any such written notice (such Registration a “Piggy-back Registration”). The Company shallnotice, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company included in such Registration and shall determine for any reason not to permit the sale register or other disposition to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in accordance connection with such registration, and (y) in the intended method(s) case of distribution thereof. All such Holders proposing a determination to distribute their delay registering, shall be permitted to delay registering any Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement for the same period as the delay in customary form with the Underwriter(s) selected for registering such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionother securities.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business CombinationRelease Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or and/or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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 plantheir account, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementSecurities, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If all of the Shares are not sold during the ----------------- registration contemplated by Section 4.1 and at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders by shareholders of the Company for their own account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s 's existing stockholders, shareholders or (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all the holders of the Holders of Registrable Securities Shares as soon as practicable but not in no event less than ten forty-five (1045) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all the holders of the Holders of Registrable Securities Shares in such notice the opportunity to register the sale of such number of Registrable Securities Shares as such Holders holders may request in writing within five fifteen (515) Business Days after days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities Shares to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities Shares requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities Shares in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. IfSubject to Section 2.4.3, at if PubCo or any time on Holder proposes to conduct a registered offering of, or after the date the Company consummates a Business Combination, the Company if PubCo proposes to file a Registration Statement under the Securities Act with respect to an offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by PubCo for its own account or for the shareholders of PubCo for their account of stockholders of the Company (or by the Company PubCo and by the stockholders shareholders of the Company PubCo including, without limitation, an Underwritten Takedown pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock share option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the CompanyPubCo’s existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the CompanyPubCo, or (iv) filed on Form F-4 or S-4 (or any successor form thereto) related to any merger, acquisition or business combination, (v) for a dividend reinvestment planplan or (vi) filed in connection with a Block Trade or Other Coordinated Offering by one or more Holders in accordance with Section 2.4, then the Company PubCo shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities that are not subject to any transfer restrictions under any applicable lock-up, as such Holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration registration, a “Piggy-back Back Registration”). The Company shallSubject to Section 2.3.2, in good faith, PubCo shall cause such Registrable Securities to be included in such Piggy-back Back Registration and and, if applicable, shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 Section 2.3.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such Registration PubCo 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 distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, by the Company for its own account (including, the account of Existing Rightholders) or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Initiating Holder pursuant to Section 2.1 hereof), 3 of any class of security (other than a Registration Statement (i) filed in connection with registration statement on Form S-4 or S-8 or any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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 plansuccessor thereto), then the Company shall give written notice of such proposed filing to all each of the Designated Holders of Registrable Securities as soon as practicable but not less (other than ten any Initiating Holders) at least thirty (1030) days before the anticipated filing date of date, and such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of detail the proposed managing Underwriter or Underwriters, if any, in registration and distribution and offer such offering, and Designated Holders (Bother than any Initiating Holders) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as each such Holders holder may request in writing within five (5) Business Days after receipt of such written notice (such Registration a “Piggy-back Registration”)request. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering to under written offering (the "Company Underwriter") to, permit the Designated Holders of Registrable Securities who have requested by in writing to participate in the Holders pursuant registration for such offering to this subsection 2.2.1 to be included include such Registrable Securities in a Piggy-back Registration such offering on the same terms and conditions as any similar the securities of the Company included in such Registration and therein. In connection with any offering under this Section 4(a) involving an underwriting, the Company shall not be required to permit the sale or other disposition of such include any Registrable Securities in accordance with such underwriting unless the intended method(s) Designated Holders accept the terms of distribution thereof. All the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement quantity as will not, in customary form with the Underwriter(s) selected for such Underwritten Offering opinion of the underwriters, jeopardize the success of the offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business CombinationNovember 25, 2016, the Company proposes to file a Registration Statement any registration statement under the Securities 1933 Act (a “Registration Statement”) with respect to an any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereofCompany), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer, as part of a merger, consolidation dividend reinvestment plan or similar transaction or for an 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, in connection with a merger or (iv) for a dividend reinvestment planacquisition, then the Company shall (a) give written notice of such proposed filing to all of the Holders of Registrable Securities Holder as soon as practicable but not in no event less than ten (10) business days before the anticipated filing date of such the Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such of the offering, and (Bb) offer to all of the Holders of Registrable Securities Holder in such notice the opportunity to register the sale of such number of Registrable Securities Warrant Shares as such Holders Holder may request (in each case, the “Registrable Securities”) in writing within five (5) Business Days after business days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders security holders of the Company for their accounts (or by the Company and by the stockholders security holders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement Statement: (i) filed in connection with any employee stock option or other benefit plan, plan on Form S-8; (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholders, security holders; (iii) for an offering of debt that is convertible into equity securities of the Company, or ; (iv) for a dividend reinvestment plan; or (v) in connection with an acquisition or merger on Form S-4, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 The Holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the CompanyPiggy-Back Registration. The Company may postpone Holders shall have the right to request no more than five (5) Piggy-Back Registrations during the period commencing on or withdraw after the filing or date hereof and expiring on a date which is five (5) years from the effectiveness of a Piggyback Registration at any time in its sole discretiondate hereof.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securitiesits Shares, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or whether to be sold by the Company and or by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof)one or more selling security holders, other than (a) a Demand Registration Statement (in which case the ability of a Holder to participate in such Registration Statement shall be governed by Section 2) or (b) a registration statement (i) filed on Form S-8 or any successor form to Form S-8 or in connection with any employee stock option or other director welfare, benefit or compensation plan, (ii) for in connection with an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely exclusively to existing security holders of the Company’s existing stockholdersCompany or its subsidiaries, (iii) relating to a transaction pursuant to Rule 145 under the Securities Act, (iv) for an offering of debt that is convertible into equity securities of the Company, Company or (ivv) for a dividend reinvestment plan, then the Company shall give written notice of such the proposed filing registration to all of the Holders of holding Registrable Securities as soon as practicable but not less than at least ten (10) calendar days before prior to the anticipated proposed filing date of such the Registration Statement, which notice . Each Holder holding Registrable Securities shall (A) describe have the amount and type right to request that all or any part of securities to its Registrable Securities be included in such offering, the intended method(s) of distribution, and Registration Statement by giving written notice to the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 Company within five (5) Business Days calendar days after receipt of such written the foregoing notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Subject to the provisions of Sections 4.2, 4.3 and 6.2, the Company may postpone or withdraw will include all such Registrable Securities requested to be included by the filing or Holders in the effectiveness of a Piggyback Registration at Statement. For purposes of this Agreement, any time registration statement of the Company in its sole discretion.which Registrable Securities are included pursuant to this Section 4 shall be referred to as a “Piggyback Registration Statement”

Piggy-Back Rights. If, If at any time on or after the date hereof (or, in the Company consummates a Business Combinationcase of the Echo Holders, the Release Date) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholderssecurity holders, or for the conversion, exercise, or exchange of outstanding securities, (iii) for an offering of debt that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five fifteen (515) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after prior to the date election by the Company consummates Agent (as set forth below) to include Purchaser Shares in a Business Combinationregistration statement, the Company Purchaser proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Purchaser for its own account or for the account of stockholders security holders of the Company Purchaser for their account (or by the Company Purchaser and by the stockholders security holders of the Company including, without limitation, pursuant to Section 2.1 hereofPurchaser), other than a Registration Statement registration statement (i) filed solely in connection with an offering of securities to employees or directors of Purchaser pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the CompanyPurchaser’s existing stockholderssecurity holders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in all of the Purchaser’s shareholders having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction, then the Company Purchaser shall (x) give written notice of such proposed filing to all [Mx. Xxxxx], as agent for the holders (the “Agent”) of the Holders of Registrable Securities Purchaser Shares (each a “Holder” and, collectively the “Holders”) as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, in such of the offering, and (By) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities the Purchaser Shares as such the Holders may request in writing within five ten (510) Business Days after following receipt by the Agent of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, Purchaser shall include in good faith, cause such Registrable Securities registration statement such Purchaser Shares that are requested to be included in such Piggy-back Registration and shall use its best efforts to cause therein within ten (10) days after the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested receipt by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Registration Agent of any such notice, on the same terms and conditions as any similar securities of the Company Purchaser. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Purchaser shall determine for any reason not to register or to delay registration of such securities, the Purchaser may, at its election, give written notice of such determination to by the Agent of such Holders, and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Purchaser Shares in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Purchaser Shares for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an underwritten offering, then the holder making a request for its Purchaser Shares to be included in such Registration and to therein must permit the sale or other disposition of such Registrable Securities Purchaser Shares in accordance with the intended method(s) of distribution thereof. All such Holders The holder of the Purchaser Shares proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 underwriter or underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) underwriter or underwriters selected for such Underwritten Offering by Piggy-Back Registration and the Company. The Company may postpone holder of the Purchaser Shares shall be responsible for any fees or withdraw commissions due to such underwriters in connection with the filing or the effectiveness sale of a Piggyback Registration at any time in its sole discretionsuch Purchaser Shares (“Selling Expenses”).

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into equity securities, by the Company for its own account or for the account of stockholders by shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the SEC), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Companyshareholders, or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten thirty (1030) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, ; and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five fifteen (515) Business Days after days following receipt of such written notice (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All such Holders proposing to distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable convertible or exchangeable for, or convertible into equity securities, by the Company for its own account or for the account of stockholders by shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), Company) other than a Registration Statement registration statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the SEC), (ii) filed in connection with any employee stock option or other benefit plan, (iiiii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely to the Company’s 's existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Companyshareholders, or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) 30 days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, ; and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after 15 days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All such Holders proposing to distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Piggy-Back Rights. If, at any time on or after the date (a) If the Company consummates a Business Combination, the Company proposes to file a Registration Statement registers Common Stock under the Securities Act with respect to on a registration statement on Form F-1 or Form F-3 (or an equivalent general registration form then in effect) for purposes of a firm-commitment, underwritten public offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, Common Stock for its own the Company’s account or for the account of stockholders of the Company a third party (or by the Company and by the stockholders of the Company including, without limitation, other than issuances pursuant to Section 2.1 hereofany employee benefit plan or agreement or any merger, amalgamation, recapitalization, exchange offer or other similar transaction), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, then the Company shall give prompt written notice of such proposed filing offering to all each Holder. Upon the written request of any Holder of Warrant Shares given within 10 days after the Holders transmittal of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 after receipt of any such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities which request shall specify the number of shares of Common Stock intended to be included disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Piggy-back Registration registered public offering the Warrant Shares held (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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included so specified in such Registration and request) by such Holder, to the extent necessary to permit the sale or other disposition of such Registrable Securities Common Stock by such Holder (each Holder, also a “Seller”); provided that any participation in accordance with such offering by each Seller shall be on substantially the intended method(ssame terms as the participation of the shareholders of the Company (other than the Holders) of distribution thereof. All participating in such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement offering or, if there are no other shareholders participating in customary form with such offering, on substantially the Underwriter(s) selected for such Underwritten Offering by same terms as the Company’s participation therein, subject to Section 9(b). The exercise of the Warrants underlying the Warrant Shares may be made contingent on the completion of the offering. Any Seller shall have the right to withdraw a request to include Common Stock in any registered public offering pursuant to this Section 9(a) by giving written notice to the Company of its election to withdraw such request, but only if the Company receives notice of such withdrawal at least three days before it proposes to price the offering. The Company may postpone terminate or withdraw the filing or the effectiveness of a Piggyback Registration abandon any proposed registered public offering other than an offering undertaken pursuant to Section 8 hereof, at any time and for any reason in its sole discretion.

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combinationhereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 after receipt of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.. ​

Piggy-Back Rights. If, at any time on or after the date the Company consummates a Business Combination, If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securitiesits Shares, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or whether to be sold by the Company and or by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof)one or more selling security holders, other than (a) a Demand Registration Statement (in which case the ability of a Holder to participate in such Registration Statement shall be governed by Section 2) or (b) a registration statement (i) filed on Form S-8 or any successor form to Form S-8 or in connection with any employee stock option or other director welfare, benefit or compensation plan, (ii) for in connection with an exchange offer, as part of a merger, consolidation offer or similar transaction or for an offering of securities solely exclusively to existing security holders of the Company’s existing stockholdersCompany or its subsidiaries, (iii) relating to a transaction pursuant to Rule 145 under the Securities Act, (iv) for an offering of debt that is convertible into equity securities of the Company, Company or (ivv) for a dividend reinvestment plan, then the Company shall give written notice of such the proposed filing registration to all of the Holders of holding Registrable Securities as soon as practicable but not less than at least ten (10) calendar days before prior to the anticipated proposed filing date of such the Registration Statement, which notice . Each Holder holding Registrable Securities shall (A) describe have the amount and type right to request that all or any part of securities to its Registrable Securities be included in such offering, the intended method(s) of distribution, and Registration Statement by giving written notice to the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) 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 Company within five (5) Business Days calendar days after receipt of such written the foregoing notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back 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 Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in such 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 distribute their Registrable Securities through 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. The Subject to the provisions of Sections 4.2, 4.3 and 7.2, the Company may postpone or withdraw will include all such Registrable Securities requested to be included by the filing or Holders in the effectiveness of a Piggyback Registration at Statement. For purposes of this Agreement, any time registration statement of the Company in its sole discretionwhich Registrable Securities are included pursuant to this Section 4 shall be referred to as a “Piggyback Registration Statement.”

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combinationapplicable Release Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or and/or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or similar transaction or for an 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 plantheir account, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration StatementSecurities, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration registration and shall use its best reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.

Piggy-Back Rights. If, If at any time on or after the date the Company consummates a Business Combination, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof2.1), other than a Registration Statement Statement: (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation offer or similar transaction or for an any offering of securities solely to the Company’s 's existing stockholdersshareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, or (v)for any acquisition of the business or assets of another person, then the Company shall shall: (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than ten (10) days before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, and (By) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within five (5) Business Days after days following receipt of such written notice (such Registration a “"Piggy-back Back Registration”"). The Company shall, in good faith, shall cause such Registrable Securities to be included in such Piggy-back Registration and registration and, if the offering is underwritten or made by or through an investment bank, shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Back Registration to be included on the same terms and conditions as any similar securities of the Company included in such 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 holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.2.1 Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretionPiggy-Back Registration.