Common use of Registrations on Form F-3 Clause in Contracts

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Registrations on Form F-3. The Holders Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the CompanyParent, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company Parent shall not be obligated to effect such request through an Underwritten Offering; provided further, however, that following the filing of a resale registration statement on Form F-3, the Parent, at its option may effect a Demand Registration under Section 2.1 as a “take down” under such registration statement. Within five (5) days of the CompanyParent’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company Parent shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the CompanyParent, as applicable, in writing, within ten (10) days after the receipt by the Holder of the notice from the CompanyParent. As soon as practicable thereafter, but not more than twelve (12) days after the CompanyParent’s initial receipt of such written request for a Registration on Form F-3, the Company Parent shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company Parent shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company Parent entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short short-form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,0005,000,000.

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the CompanyPubCo, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company PubCo shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the CompanyPubCo’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company PubCo shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the CompanyPubCo, in writing, within ten (10) days after the receipt by the Holder of the notice from the CompanyPubCo. As soon as practicable thereafter, but not more than twelve thirty (1230) days after the CompanyPubCo’s initial receipt of such written request for a Registration on Form F-3, PubCo shall prepare and file or cause to be prepared and filed with the Company shall file Commission a Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company PubCo shall not be obligated to effect any such Registration pursuant to this Section 2.3 2.4 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company PubCo entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Registrations on Form F-3. The Holders of Registrable Securities may at any time, time and from time to time, to the extent that their Registrable Securities are not already Registered on an effective Shelf (but subject to the sixth sentence of Section 2.4 below), request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), Company register the resale of any or all of their such Registrable Securities on a shelf registration statement under Rule 415 of the Securities Act on Form F-3 or any similar short short-form registration statement that Registration Statement which may be available at such time (“Form F-3F-3 Shelf”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offeringunderwritten offering (unless such request is a Shelf Underwriting Request made in accordance with Section 2.4 below). Within five (5) days of the Company’s Upon receipt of a such written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3request, the Company shall will, as promptly as is reasonably practicable, give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable SecuritiesHolders, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Companywill, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as promptly as is reasonably practicable thereafter, but not more than twelve (12) days after effect the Company’s initial receipt registration of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the written notification given by such Holder or HoldersCompany; provided, however, that the Company shall not be obligated to effect any such Registration registration pursuant to this Section 2.3 hereof if 2.3: (i) a if Form F-3 is not available for such offeringoffering or if the Company is not eligible to use Form F-3; or (ii) if the Holders of the Registrable Securities, together with the Holders holders of any other equity securities of the Company entitled to inclusion in such Registrationregistration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000100,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form F-3. The Holders Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve thirty (1230) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Registrations on Form F-3. The Holders holders holding 5% or above of the outstanding PIPE Registrable Securities may at any time, time and from time to timetime after one month after the Company has filed its first annual report on Form 20-F with the Commission after the Closing, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), Company register the resale of any or all of their such PIPE Registrable Securities on Form S-3, F-3 or any similar short short-form registration statement that which may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten OfferingOffering unless the related PIPE Investors agree in writing that the related effected Registration shall be counted as a Demand Registration under applicable PIPE Registration Rights Agreement . Within five (5) days of the Company’s Upon receipt of a such written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3request, the Company shall will promptly give written notice of the proposed Registration on Form F-3 to all other Holders holder(s) of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Companyand, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As as soon as practicable thereafter, but not more than twelve (12) days after effect the Company’s initial receipt Registration of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to all or such portion of such Holderholder’s or holders’ Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder holder or Holders holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the written notification given by such Holder or HoldersCompany; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 hereof if 2.3: (i) a if Form F-3 is not available for such offering; or (ii) if the Holders holder(s) of the Registrable Securities, together with the Holders holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1 unless the Investor agree otherwise. The Company shall be obligated to consummate no more than two (2) Registrations that have been declared and ordered effective within any twelve (12) month period pursuant to this Section 2.3.

Registrations on Form F-3. The Holders of Registrable Securities may (a) Subject to Section 3(b), at any time, and from time after the date hereof when the Company is eligible to time, request in writing that Register the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their applicable Registrable Securities Shares on Form F-3 (or any similar short form registration statement a successor form) and an Initiating Holder is entitled to request Demand Registrations, such Initiating Holder may request the Company to effect a Demand Registration as a Shelf Registration. For the avoidance of doubt, the requirement that may (i) the Company deliver a Company Notice in connection with a Demand Registration and (ii) the right of Eligible Holders to request that their Registrable Shares be available at such time (“Form F-3”included in a Registration Statement filed in connection with a Demand Registration, each as set forth in Section 2(a), shall apply to a Demand Registration that is effected as Shelf Registration except as otherwise provided herein, in particular with respect to a Block Trade. There shall be no limitations on the number of offerings pursuant to a Shelf Registration; provided, however, that except as otherwise provided herein, in particular with respect to a Block Trade the Shareholders may not require the Company shall to effect more than two offerings (whether Underwritten Offerings or otherwise, and whether Demand Registrations pursuant to Section 2 hereof, or Shelf Registrations pursuant to this Section 3) collectively in a 12-month period; provided, further however, that the Itaú Shareholders will not be obligated entitled to effect such request through Demand Registrations prior to October 31, 2021. If any Initiating Holder holds Registrable Shares included on a Shelf Registration, it shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company specifying the kind and number of Registrable Shares such Initiating Holder wishes to include in the shelf takedown (“Takedown Notice”). Within The Company shall (i) within five (5) days Business Days of the Company’s receipt of a Takedown Notice, give written request from a Holder or notice of such Takedown Notice to all Holders of Registrable Securities for Shares included on such Shelf Registration (the “Company Takedown Notice”), and (ii) take all actions reasonably requested by the Initiating Holder who submitted the Takedown Notice, including the filing of a Registration on Form F-3Prospectus supplement and the other actions described in Section 6, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable, and in any case, within 45 days of receipt of such Takedown Notice. If the takedown is an Underwritten Offering, the Company shall promptly give written notice of include in such Underwritten Offering all Registrable Shares that the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder Shares included in the Registration Statement for such Shelf Registration request be included within the five Business Days following such Holders’ receipt of the Company Takedown Notice. The Registrable Shares requested to be included in a shelf takedown must represent (i) an aggregate offering price of Registrable Securities who thereafter wishes Shares that is reasonably expected to include equal at least $25,000,000 or (ii) all or a portion of such Holder’s the remaining Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt Shares owned by the requesting Initiating Holder of the notice from the Companyand its Affiliates. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3With respect to any registration pursuant to this Section 3(a), the Company shall file a Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified may include in such written request, together with all registration any Primary Shares or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or HoldersOther Shares; provided, however, that if the managing underwriter or underwriters formally advise(s) the Company shall in writing and with sufficient explanation that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including, but not be obligated to effect any limited to, pricing) of all such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) securities, then the Holders number of Registrable SecuritiesShares, together with the Holders of any other equity securities of the Company entitled Primary Shares and Other Shares proposed to inclusion be included in such Registration, propose to sell registration shall be included in the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.following order:

Registrations on Form F-3. The Holders holders of Registrable Securities may at any time, time and from time to time, but not more often than two (2) times per calendar year, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), Company register the resale of any or all of their such Registrable Securities on Form F-3 or any similar short short-form registration statement that which may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offeringunderwritten offering. Within five (5) days Business Days of the Company’s receipt of a such written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3request, the Company shall promptly will give written notice of the proposed Registration on Form F-3 registration to all other Holders holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Companyand, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As as soon as practicable thereafter, thereafter but not more than twelve thirty (1230) days after the Company’s initial receipt of such written request for a Registration on Form F-3, effect the Company shall file a Registration Statement relating to registration of all or such portion of such Holderholder’s or Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder holder or Holders holders joining in such request as are specified in a written request given within ten (10) days after receipt of such written notice from the written notification given by such Holder or HoldersCompany; provided, however, that the Company shall not be obligated to effect any such Registration registration pursuant to this Section 2.3 hereof if 2.3.4: (i) a if Form F-3 is not available for such offering; or (ii) if the Holders holders of the Registrable Securities, together with the Holders holders of any other equity securities of the Company entitled to inclusion in such Registrationregistration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000[5,000,000]. Registrations effected pursuant to this Section 2.3.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form F-3. The At any time following the Closing and expiration or waiver of any lockup applicable to such Holders party hereto, the Sponsor, MVIL or Holders of at least 25% of the then-outstanding number of Registrable Securities (together, the “Initiating Holders”), may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or the Initiating Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Registrations on Form F-3. The Holders Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short short-form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement registration statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any an aggregate price to the public of less than $10,000,0005,000,000. Notwithstanding the foregoing provisions of this Section 2.3, if, in response to comments received from the staff of the Commission, the Company would be unable to cause the Commission to declare the Registration Statement effective without limiting the number of Registrable Securities included therein, such Registration Statement shall register the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this section, the Company shall continue to use its reasonable best efforts to register all remaining Registrable Securities as set forth herein. In such event, the number of Registrable Shares to be registered for each Holder in the applicable Registration Statement shall be reduced pro rata among all Holders. The provisions of the second and third sentences of this Section 2.3 shall not apply with respect to the Sponsor Registration Statement.

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short short-form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement registration statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000[5,000,000]. Notwithstanding the foregoing provisions of this Section 2.3, if, in response to comments received from the staff of the Commission, the Company would be unable to cause the Commission to declare the Registration Statement effective without limiting the number of Registrable Securities included therein, such Registration Statement shall register the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this section, the Company shall continue to use its reasonable best efforts to register all remaining Registrable Securities as set forth herein. In such event, the number of Registrable Shares to be registered for each Holder in the applicable Registration Statement shall be reduced pro rata among all Holders.

Registrations on Form F-3. The Holders 2.3.1 Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve thirty (1230) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that (i) the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (iA) a Form F-3 is not available for such offering; or (iiB) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,0005,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registrations on Form F-3. The Holders Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, F- 3”); provided that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) 10 days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) 12 days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, Holders; provided that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (ia) a Form F-3 is not available for such offering; offering or (iib) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short short-form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 ‎2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,0001,000,000.

Registrations on Form F-3. The Holders of Registrable Securities may (a) Subject to Section 3(b), at any time, and from time after the date hereof when the Company is eligible to time, request in writing that Register the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their applicable Registrable Securities Shares on Form F-3 (or any similar short form registration statement a successor form) and an Initiating Holder is entitled to request Demand Registrations, such Initiating Holder may request the Company to effect a Demand Registration as a Shelf Registration. For the avoidance of doubt, the requirement that may (i) the Company deliver a Company Notice in connection with a Demand Registration and (ii) the right of Eligible Holders to request that their Registrable Shares be available at such time (“Form F-3”included in a Registration Statement filed in connection with a Demand Registration, each as set forth in Section 2(a), shall apply to a Demand Registration that is effected as Shelf Registration. There shall be no limitations on the number of offerings pursuant to a Shelf Registration; provided, however, that the Shareholders may not require the Company shall not be obligated to effect such more than two offerings (whether Underwritten Offerings or otherwise, and whether Demand Registrations pursuant to Section 2 hereof, or Shelf Registrations pursuant to this Section 3) collectively in a 12-month period. If any Initiating Holder holds Registrable Shares included on a Shelf Registration, it shall have the right to request through that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Shares such Initiating Holder wishes to include in the shelf takedown (“Takedown Notice”). Within The Company shall (i) within five (5) days Business Days of the Company’s receipt of a Takedown Notice, give written request from a Holder or notice of such Takedown Notice to all Holders of Registrable Securities for Shares included on such Shelf Registration (the “Company Takedown Notice”), and (ii) take all actions reasonably requested by the Initiating Holder who submitted the Takedown Notice, including the filing of a Registration on Form F-3Prospectus supplement and the other actions described in Section 6, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable, and in any case, within 45 days of receipt of such Takedown Notice. If the takedown is an Underwritten Offering, the Company shall promptly give written notice of include in such Underwritten Offering all Registrable Shares that the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder Shares included in the Registration Statement for such Shelf Registration request be included within the five Business Days following such Holders’ receipt of the Company Takedown Notice. The Registrable Shares requested to be included in a shelf takedown must represent (i) an aggregate offering price of Registrable Securities who thereafter wishes Shares that is reasonably expected to include equal at least $25,000,000 or (ii) all or a portion of such Holder’s the remaining Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt Shares owned by the requesting Initiating Holder of the notice from the Companyand its Affiliates. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3With respect to any registration pursuant to this Section 3(a), the Company shall file a Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified may include in such written request, together with all registration any Primary Shares or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or HoldersOther Shares; provided, however, that if the managing underwriter or underwriters formally advise(s) the Company shall in writing and with sufficient explanation that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including, but not be obligated to effect any limited to, pricing) of all such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) securities, then the Holders number of Registrable SecuritiesShares, together with the Holders of any other equity securities of the Company entitled Primary Shares and Other Shares proposed to inclusion be included in such Registration, propose to sell registration shall be included in the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.following order:

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short short-form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000[500,000].

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 hereof 2.4 if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Registrations on Form F-3. The Holders holders of Registrable Securities may at any time, time and from time to timetime after the Release Date, with respect to the Escrow Shares, following the expiration of the applicable Lock-Up Period, with respect to the Restricted Warrants, or following the applicable Triggering Date, with respect to other Registrable Securities, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), Holdco register the resale of any or all of their such Registrable Securities on Form F-3 or any similar short short-form registration statement that which may be available at such time (“Form F-3”); provided, however, that the Company Holdco shall not be obligated to effect such request through an Underwritten Offeringunderwritten offering. Within five (5) days of the Company’s Upon receipt of a such written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3request, the Company shall Holdco will promptly give written notice of the proposed Registration on Form F-3 registration to all other Holders holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the Companyand, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As as soon as practicable thereafter, but not more than twelve (12) days after effect the Company’s initial receipt registration of such written request for a Registration on Form F-3, the Company shall file a Registration Statement relating to all or such portion of such Holderholder’s or holders’ Registrable Securities as are specified in such written request, together with all or such portion of the Registrable Securities or other securities of Holdco, if any, of any other Holder holder or Holders holders joining in such request as are specified in the a written notification request given by within fifteen (15) days after receipt of such Holder or Holderswritten notice from Holdco; provided, however, that the Company Holdco shall not be obligated to effect any such Registration registration pursuant to this Section 2.3 hereof if 2.3: (i) a if Form F-3 is not available for such offering; or (ii) if the Holders holders of the Registrable Securities, together with the Holders holders of any other equity securities of the Company Holdco entitled to inclusion in such Registrationregistration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. Holdco shall be obligated to consummate no more than two (2) registrations that have been declared and ordered effective within any twelve (12) month period pursuant to this Section 2.3.

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the CompanySquirrel Cayman, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company Squirrel Cayman shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the CompanySquirrel Cayman’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company Squirrel Cayman shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the CompanySquirrel Cayman, in writing, within ten (10) days after the receipt by the Holder of the notice from the CompanySquirrel Cayman. As soon as practicable thereafter, but not more than twelve thirty (1230) days after the CompanySquirrel Cayman’s initial receipt of such written request for a Registration on Form F-3, Squirrel Cayman shall prepare and file or cause to be prepared and filed with the Company shall file Commission a Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company Squirrel Cayman shall not be obligated to effect any such Registration pursuant to this Section 2.3 2.4 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company Squirrel Cayman entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Registrations on Form F-3. The Holders Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the CompanyPubCo, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company PubCo shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the CompanyPubCo’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company PubCo shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the CompanyPubCo, in writing, within ten (10) days after the receipt by the Holder of the notice from the CompanyPubCo. As soon as practicable thereafter, but not more than twelve thirty (1230) days after the CompanyPubCo’s initial receipt of such written request for a Registration on Form F-3, the Company PubCo shall file a Registration Statement relating to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company PubCo shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company PubCo entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,0005,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to subsection 2.2.1.

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the CompanyPubCo, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available at such time (“Form F-3”); provided, however, that the Company PubCo shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the CompanyPubCo’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company PubCo shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify the CompanyPubCo, in writing, within ten (10) days after the receipt by the Holder of the notice from the CompanyPubCo. As soon as practicable thereafter, but not more than twelve thirty (1230) days after the CompanyPubCo’s initial receipt of such written request for a Registration on Form F-3, PubCo shall prepare and file or cause to be prepared and filed with the Company shall file Commission a Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company PubCo shall not be obligated to effect any such Registration pursuant to this Section 2.3 ‎2.4 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company PubCo entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or any similar short short-form registration statement that may be available at such time (“"Form F-3”"); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s 's receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s 's Registrable Securities in such Registration on Form F-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s 's initial receipt of such written request for a Registration on Form F-3, the Company shall file a Registration Statement registration statement relating to all or such portion of such Holder’s 's Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,0005,000,000. Notwithstanding the foregoing provisions of this Section 2.3, if, in response to comments received from the staff of the Commission, the Company would be unable to cause the Commission to declare the Registration Statement effective without limiting the number of Registrable Securities included therein, such Registration Statement shall register the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this section, the Company shall continue to use its reasonable best efforts to register all remaining Registrable Securities as set forth herein. In such event, the number of Registrable Shares to be registered for each Holder in the applicable Registration Statement shall be reduced pro rata among all Holders.