Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If at any time on or after the date the Company consummates 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, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), 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 or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) 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 the holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to 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 following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., the Company shall 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 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 Registration is to be an Underwritten Offering, then the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such 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 holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If Subject to Sections 2.3 and 6.1, if at any time on or after the date the Company consummates an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) 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, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), 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 or offering of securities solely to the Company’s existing stockholderssecurity holders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transactiontransaction (Registration Statements described in clauses (i)-(vi) herein, “Allowable Registration Statements”), then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days business days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to 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 business days following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., the Company shall include in such Registration Statement such Registrable Securities requested to be included therein within five (5) Business Days 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 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 accordance with Section 3.2.1, and the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such 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 holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. (a) If at any time prior to the Expiration Date the Company proposes to register shares of its Common Stock under the Securities Act on any form for the registration of its Common Stock under the Securities Act (the “Registration Statement”) for the account of stockholders (other than a registration relating to (i) 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 a merger or consolidation with, another corporation; or (iii) a registration of securities proposed to be issued in exchange for 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”), 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 made within ten (10) days after the date giving of any such notice (which request shall specify the number of Shares intended to be disposed of by the Holder and the intended method of disposition thereof), the Company consummates an initial business combination (as defined will include in the Registration Statement relating the Shares (the “Registrable Shares”) which the Company has been so requested to register by the Holder, provided that the Company’s IPO) obligation shall continue after exercise of the Company proposes to file Warrants, but it need not include any Shares in 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, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), 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 or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) 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 the holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to 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 following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., the Company shall 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 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 Registration is to be an Underwritten Offering, then the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such 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 holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back RegistrationExpiration Date.

Piggy-Back Rights. If Subject to Sections 2.3 and 6.1, if at any time on or after the date the Company consummates an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) 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, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), 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 or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transactiontransaction (Registration Statements described in clauses (i)-(vi) herein, “Allowable Registration Statements”), then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days business days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to 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 business days following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., the Company shall include in such Registration Statement such Registrable Securities requested to be included therein within five (5) Business Days 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 Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such 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 holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at Subject to Section 2.4.3, if PubCo or any time on Holder proposes to conduct a registered offering of, or after the date the Company consummates an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) 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, equity securities, by the Company PubCo for its own account or for stockholders shareholders of the Company PubCo for their account (or by the Company PubCo and by stockholders shareholders of the Company PubCo including, without limitation, an Underwritten Takedown pursuant to Section 2.1), 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 share 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 or offering of securities solely to the CompanyPubCo’s existing stockholdersshareholders, (iviii) for an offering of debt that is convertible into equity securities of the CompanyPubCo, (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 plan, plan or (vi) solely filed in connection with a merger, consolidation Block Trade or non-capital raising bona fide business transactionOther 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 the holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of such Registration Statement, which notice shall 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, of the offering, and (y) offer to the holders of Registrable Securities Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities that are not subject to any transfer restrictions under any applicable lock-up, as such holders Holders may request in writing within five (5) Business Days days following receipt by such holder of such notice (such registration, a “Piggy-Back Registration”). Subject to Section 2.2.2.2.3.2, the Company PubCo shall include in such Registration Statement cause such Registrable Securities requested to be included therein within five (5) Business Days after the receipt by in 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 Registration is to be an Underwritten Offeringand, then the Company if applicable, shall use its 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 Section 2.3.1 to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering PubCo and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities Holders proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date expiration of the Company consummates an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) 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, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), 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 or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transactiontransaction (Registration Statements described in clauses (i)-(vi) herein, “Allowable Registration Statements”), then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable practicable, but in no event less than ten (10) Business Days business days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to 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 business days following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., the Company shall include in such Registration Statement such Registrable Securities requested to be included therein within five (5) Business Days 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 Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein must, and the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be be, included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering Offering, and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date the Company consummates an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) November 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, equity securities, by the Company for its own account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1Company), 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 planplan on Form S-8, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, plan or (viiii) solely in connection with a merger, consolidation merger or non-capital raising bona fide business transactionacquisition, then the Company shall (xa) give written notice of such proposed filing to the holders of Registrable Securities Holder as soon as practicable but in no event less than ten (10) Business Days business days before the anticipated filing datedate of the Registration Statement, which notice shall 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, of the offering, and (yb) offer to the holders of Registrable Securities Holder in such notice the opportunity to register the sale of such number of shares of Registrable Securities Warrant Shares as such holders Holder may request (in each case, the “Registrable Securities”) in writing within five (5) Business Days business days following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., the The Company shall include in such Registration Statement cause such Registrable Securities requested to be included therein within five (5) Business Days after the receipt by in such holder of any such notice, on the same terms registration 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 Registration is to be an Underwritten Offering, then the Company shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such 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 holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date the Company consummates 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 securitiesits Shares, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, whether to be sold by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1)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 an offering of securities to employees or directors of the Company pursuant to any employee stock option or other director welfare, benefit or compensation plan, (ii) filed on Form S-4 in connection with an exchange offer or S-8 an offering of securities exclusively to existing security holders of the Company or any successor to such formsits subsidiaries, (iii) for an exchange offer or offering of securities solely relating to a transaction pursuant to Rule 145 under the Company’s existing stockholdersSecurities Act, (iv) for an offering of debt that is convertible into equity securities of the Company, Company or (v) 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 the proposed filing registration to the holders of all Holders holding Registrable Securities as soon as practicable but in no event less than at least ten (10) Business Days before calendar days prior to the anticipated proposed filing date, which notice of the Registration Statement. Each Holder holding Registrable Securities shall 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 the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer Registration Statement by giving written notice to 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 Company within five (5) Business Days following calendar days after receipt of the foregoing notice by such holder of such notice (a “Piggy-Back Registration”)the Company. Subject to Section 2.2.2.the provisions of Sections 4.2, 4.3 and 6.2, the Company shall will include in such Registration Statement all such Registrable Securities requested to be included therein within five (5) Business Days after by 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) Holders in the case Piggyback Registration Statement. For purposes of a determination not to registerthis Agreement, 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 Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities registration statement of the Company and other Persons selling securities in such Underwritten Offering and to permit the sale or other disposition of such which Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing are included pursuant to distribute their securities through this Section 4 shall be referred to as a Piggy-Back “Piggyback Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.Statement”

Piggy-Back Rights. If at any time on or after the date the Company consummates an initial business combination (as defined in the Registration Statement relating and from time to the Company’s IPO) 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 securitiesAct, 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 one or more stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), a "Proposed Registration") (other than a Registration Statement (i) filed in connection with an offering registration relating solely to the sale of securities to employees or directors of the participants in a 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 or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment similar plan, or (vi) solely a registration in connection with which the only Common Stock being registered is Common Stock issuable pursuant to a mergerbusiness combination), consolidation or non-capital raising bona fide business transactionand the registration form to be used may be used for the registration of Registrable Securities, then the Company shall (x) promptly give each Investor written notice of such 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 Registrable Securities that each such Investor has requested to be registered to be included in such registration. If the Company's proposed filing 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 managing underwriter may allocate the shares to be included in the Proposed Registration, first, to the Company; second, to the Investors on a pro rata basis based on the total number of Registrable Securities 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 not be cut back to an aggregate of less than 20% of the shares to be included in the underwriting. Subject to the immediately preceding sentence, the Company shall so advise all the Investors of Registrable Securities, and the number of shares that may be included in the Proposed Registration shall be allocated among them, as nearly as practicable among the holders of Registrable Securities as soon as practicable but and any other stockholders in no event less than ten (10) Business Days before proportion to the anticipated respective amounts of shares held by such Persons at the time of filing date, which notice shall 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, of registration statement. To facilitate the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number allocation of shares of Registrable Securities as such holders may request in writing within five (5) Business Days following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., the Company shall 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 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 Registration is to be an Underwritten Offering, then the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) above provisions, the Company may round the number of distribution thereof. All holders of Registrable Securities proposing shares allocated to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with any Person to the Underwriter or Underwriters selected for such Piggy-Back Registrationnearest whole share.

Piggy-Back Rights. If at any time on or after the date the Company consummates an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) 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, equity securities, by the Company for its own account or for stockholders the account of persons other than the Company for their account (or by the Company and by stockholders Holders of the Company including, without limitation, pursuant to Section 2.1)Registrable Securities, 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 F-4 or S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor to such formsrule thereto), (iii) on S-8 (or any successor rule thereto), (iv) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (ivv) for an offering of debt that is convertible into equity securities of the Company, (vvi) for a dividend reinvestment plan, (vii) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade,” or (viviii) solely in connection with an “at the market” or similar registered offering through a mergerbroker, consolidation sales agent or non-capital raising bona fide business transactiondistribution agent, whether as agent or principal, then the Company shall (x) give written notice of such proposed filing to the holders Holders of Registrable Securities as soon as practicable but in no event less than ten seven (107) Business Days days before the anticipated filing datedate of such Registration Statement, which notice shall 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, of the offering, and (y) offer to 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 days following receipt by such holder of such notice (such Registration, a “Piggy-Back Registration”). Subject to Section 2.2.2., the The Company shall include in such Registration Statement cause such Registrable Securities requested to be included therein within five (5) Business Days after the receipt by in 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 Registration is to be an Underwritten Offeringand, then the Company if applicable, shall use its 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 Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities included in such Underwritten Offering Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date the Company consummates an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) 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, equity securities, by the Company GCT for its own account or for stockholders security holders of the Company GCT for their account (or by the Company GCT and by stockholders security holders of the Company including, without limitation, pursuant to Section 2.1GCT), other than a Registration Statement registration statement (i) filed in connection with an offering of securities to employees or directors of the Company 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 or offering of securities solely to the CompanyGCT’s existing stockholderssecurity holders, (iv) for an offering of debt that is convertible into equity securities of the CompanyGCT, (v) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation 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 the holders of Registrable Securities as soon as practicable but in no event less than ten three (103) Business Days business days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to the holders holder of Registrable Securities in such notice the opportunity to register the sale of such number of shares of the Registrable Securities as such holders may request in writing within five three (53) Business Days business days following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., provided, however, the Company holder of the Registrable Securities shall only be entitled to one Piggy-Back Registration right. GCT shall include in such Registration Statement registration statement such Registrable Securities that are requested to be included therein within five three (53) Business Days business days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the CompanyGCT. 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 registration statement filed in connection with such registration, the Company GCT shall determine for any reason not to register or to delay registration of such securities, the Company GCT may, at its election, give written notice of such determination to each holder of Registrable Securities andSecurities, 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 Offeringunderwritten offering, then the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of holder making a proposed Underwritten Offering to permit the request for its Registrable Securities requested to be included in a Piggy-Back Registration on the same terms therein must, and conditions as any similar securities of the Company and other Persons selling securities in such 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 holders The holder of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter underwriter or Underwriters underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-Back RegistrationRegistration and the holder of the Registrable Securities shall be responsible for any fees or commissions due to such underwriters in connection with the sale of such Registrable Securities.

Piggy-Back Rights. If at any time on or after the date the Company consummates an initial business combination (as defined in the Registration Statement relating but without any obligation to the Company’s IPOdo so) 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 or exchangeable for, or convertible into, equity securities, Common Stock by the Company for its own account or for stockholders the account of the Company any other shareholders solely for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1)cash, 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 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 or offering of securities solely to the Company’s 's existing stockholdersshareholders, or (iv) for an offering of debt that is convertible into equity securities of the Company, (v) 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 shall: (xi) give written notice of such proposed filing to the holders Holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days 20 days before the anticipated filing date, which notice shall describe the amount and type number of securities shares of Common Stock to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and ; and (yii) offer in such notice to the holders Holders of Registrable Securities in such notice the opportunity opportunity, subject to Section 2.2(b), to register the sale of such number of shares of Registrable Securities as each such holders Holder may request in writing within five (5) Business Days 10 days following receipt by such holder of such 5 112 notice (a “"Piggy-Back Registration”"). Subject The Company shall, subject to Section 2.2.2.2.2(b), the Company shall include in such Registration Statement cause such Registrable Securities requested to be included therein within five (5) Business Days after the receipt by in such holder of any such notice, on the same terms registration 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 Registration is to be an Underwritten Offering, then the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities the other shares of the Company and other Persons selling securities in such Underwritten Offering Common Stock included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) method of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date the Company consummates an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) 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 stockholders security holders of the Company for their account (or by the Company and by stockholders security holders of the Company including, without limitation, pursuant to Section 2.1Company), 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 or offering of securities solely to the Company’s existing stockholderssecurity holders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (viv) solely in connection with a merger, consolidation 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 the holders of Registrable Securities the Equity Consideration Shares and the Conversion Shares as soon as practicable but in no event less than ten three (103) Business Days business days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to the holders holder of Registrable Securities the Equity Consideration Shares and the Conversion Shares in such notice the opportunity to register the sale of such number of shares of Registrable Securities the Equity Consideration Shares and the Conversion Shares as such holders may request in writing within five three (53) Business Days business days following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., 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 include in such Registration Statement registration statement such Registrable Securities Equity Consideration Shares and the Conversion Shares that are requested to be included therein within five three (53) Business Days 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 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 andthe 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 Registrable Securities 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 Registrable Securities 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 Offeringunderwritten offering, then the Company shall use commercially reasonable efforts to cause the managing Underwriter holder making a request for its Equity Consideration Shares or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested Conversion Shares to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering 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 holders The holder of Registrable Securities the Equity Consideration Shares and the Conversion Shares proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter underwriter or Underwriters underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-Back RegistrationRegistration and the holder of the Equity Consideration Shares and the Conversion Shares shall be responsible for any fees or commissions due to such underwriters in connection with the sale of such Equity Consideration Shares and Conversion Shares.

Piggy-Back Rights. If at any time on or after prior to the date election by the Company consummates an initial business combination Agent (as defined set forth below) to include Purchaser Shares in a registration statement, the Registration Statement relating to the Company’s IPO) 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, equity securities, by the Company Purchaser for its own account or for stockholders security holders of the Company Purchaser for their account (or by the Company Purchaser and by stockholders security holders of the Company including, without limitation, pursuant to Section 2.1Purchaser), other than a Registration Statement registration statement (i) filed solely in connection with an offering of securities to employees or directors of the Company 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 or offering of securities solely to the CompanyPurchaser’s existing stockholderssecurity holders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (viv) solely in connection with a merger, consolidation 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 [Mx. Xxxxx], as agent for the holders (the “Agent”) of Registrable Securities the Purchaser Shares (each a “Holder” and, collectively the “Holders”) as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to the holders of Registrable Securities Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities the Purchaser Shares as such holders the Holders may request in writing within five ten (510) Business Days following receipt by such holder the Agent of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., the Company Purchaser shall include in such Registration Statement registration statement such Registrable Securities Purchaser Shares that are requested to be included therein within five ten (510) Business Days days after the receipt by such holder the Agent of any such notice, on the same terms and conditions as any similar securities of the CompanyPurchaser. 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 registration statement filed in connection with such registration, the Company Purchaser shall determine for any reason not to register or to delay registration of such securities, the Company Purchaser may, at its election, give written notice of such determination to each holder by the Agent of Registrable Securities andsuch Holders, and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities 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 Registrable Securities 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 Offeringunderwritten offering, then the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of holder making a proposed Underwritten Offering to permit the Registrable Securities requested request for its Purchaser Shares to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering 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 holders The holder of Registrable Securities the Purchaser Shares proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter underwriter or Underwriters underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-Back RegistrationRegistration and the holder of the Purchaser Shares shall be responsible for any fees or commissions due to such underwriters in connection with the sale of such Purchaser Shares (“Selling Expenses”).

Piggy-Back Rights. If at any time on or after the date the Company consummates 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 securitiesits Shares, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, whether to be sold by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1)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 an offering of securities to employees or directors of the Company pursuant to any employee stock option or other director welfare, benefit or compensation plan, (ii) filed on Form S-4 in connection with an exchange offer or S-8 an offering of securities exclusively to existing security holders of the Company or any successor to such formsits subsidiaries, (iii) for an exchange offer or offering of securities solely relating to a transaction pursuant to Rule 145 under the Company’s existing stockholdersSecurities Act, (iv) for an offering of debt that is convertible into equity securities of the Company, Company or (v) 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 the proposed filing registration to the holders of all Holders holding Registrable Securities as soon as practicable but in no event less than at least ten (10) Business Days before calendar days prior to the anticipated proposed filing date, which notice of the Registration Statement. Each Holder holding Registrable Securities shall 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 the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer Registration Statement by giving written notice to 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 Company within five (5) Business Days following calendar days after receipt of the foregoing notice by such holder of such notice (a “Piggy-Back Registration”)the Company. Subject to Section 2.2.2.the provisions of Sections 4.2, 4.3 and 7.2, the Company shall will include in such Registration Statement all such Registrable Securities requested to be included therein within five (5) Business Days after by 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) Holders in the case Piggyback Registration Statement. For purposes of a determination not to registerthis Agreement, 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 Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities registration statement of the Company and other Persons selling securities in such Underwritten Offering and to permit the sale or other disposition of such which Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing are included pursuant to distribute their securities through this Section 4 shall be referred to as a Piggy-Back “Piggyback Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back RegistrationStatement.”

Piggy-Back Rights. If at any time on or after the date the Company consummates 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 securitiesits Shares, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, whether to be sold by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1)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 Demand 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 an offering of securities to employees or directors of the Company pursuant to any employee stock option or other director welfare, benefit or compensation plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for in connection with an exchange offer or an offering of securities solely exclusively to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities security holders of the Company, (v) for a dividend reinvestment plan, Company or its Subsidiaries or (viiii) solely in connection with relating to a mergertransaction pursuant to Rule 145 of the Securities Act, consolidation or non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer registration to the holders of all Holders holding 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 Shares at least five (5) Business Days following receipt by such holder calendar days prior to the filing of such notice (a “Piggy-Back Registration”)the Registration Statement. Subject to Section 2.2.2.11.16 below, each Holder holding Registrable Shares shall have the right to request that all or any part of its Registrable Shares be contained in the Registration Statement by giving written notice to the Company shall within three (3) calendar days after receipt of the foregoing notice by the Company. Subject to the provisions of Sections 3.2, 3.3 and 6.2 the Company will include in such Registration Statement all such Registrable Securities Shares requested to be included therein within five (5) Business Days after by the receipt by such holder Holders in the Piggyback Registration Statement. For purposes of this Agreement, any such notice, on the same terms and conditions as any similar securities registration statement of the Company. If at any time after giving written notice of its intention Company in which Registrable Shares are included pursuant 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, this Section 3 shall be relieved referred to as a “Piggyback Registration Statement.” For the purposes of its obligation clarity, any registration effected pursuant to register any Registrable Securities in connection with such registration, and (y) in the case of this Section 3.1 shall not be counted as 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 registration pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such 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 holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Demand Registration.

Piggy-Back Rights. (i) If at any time on or after the date that the Company consummates an initial business combination (as defined in the Registration Statement relating to the Company’s IPO) 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, by the Company for its own account or for stockholders the account of the Company for their account any holders of its securities (or by the Company and by stockholders security holders of the Company Company, including, without limitation, pursuant to Section 2.12.1 hereof), other than (A) a Registration Statement (i) filed in connection with registration of securities relating solely to an offering of securities and sale to employees or directors of the Company pursuant to any employee stock option plan or other employee benefit planplan arrangement, (iiB) filed a registration on Form S-4 or S-8 or any successor form to such forms, (iiiC) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (ivD) for an offering of debt that is convertible into equity securities of the Companysecurities, (vE) for a dividend reinvestment plan, or (viF) 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 the holders of Registrable Securities then, as soon as practicable (but in no event less than ten (10) Business Days before business days prior to the anticipated proposed date of filing datesuch Registration Statement), the Company shall give written notice of such proposed filing to all holders of Registrable Securities, which notice shall 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, of the offering, and (y) such notice shall offer to the holders of such Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as each such holders holder may request in writing within five (5) Business Days following receipt by such holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2.2.2(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 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. . (ii) 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 must, and the Company shall use commercially its reasonable best efforts to cause make such arrangements with the managing Underwriter or Underwriters of a proposed underwriters so that each such holder may, participate in such Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering and Offering. If the offering pursuant to permit the sale or such registration is to be on any other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through basis, then each holder making a request for a Piggy-Back Registration that involves an Underwriter pursuant to this Section 2.2(a) must participate in such offering on such basis. (iii) Each holder of Registrable Securities shall be permitted to withdraw all or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for part of such holder’s Registrable Securities from a Piggy-Back RegistrationRegistration by giving written notice to the Company prior to the effectiveness of the Registration Statement.