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REGISTRATION RIGHTS AGREEMENT

Form — To Be Executed at Closing of the Business Combination

THIS IS A BLANK FORM / TEMPLATE — DO NOT FILL IN WITH MATTER-SPECIFIC DETAILS

Drafting Guidance: This form is prepared for use in connection with a de-SPAC business combination structured as a forward triangular merger. It is to be executed at the closing by the combined company (the surviving post-domestication Delaware corporation), the SPAC sponsor, certain former target company shareholders, and PIPE investors. Counsel should tailor bracketed placeholders and optional provisions to the specifics of the transaction before execution. All provisions designated by brackets (e.g., "[●]") require insertion of matter-specific information prior to execution.

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of [●], 20[●] (the "Closing Date"), by and among:

(1) [Insert Full Legal Name of Combined Company], a Delaware corporation (the "Company"), with its principal executive offices located at [Insert Address];

(2) [Insert Full Legal Name of Sponsor Entity], a [Insert Entity Type] organized under the laws of [Insert Jurisdiction] (the "Sponsor");

(3) Each of the persons and entities listed on Schedule A attached hereto (collectively, the "Target Holders" and each individually a "Target Holder");

(4) Each of the persons and entities listed on Schedule B attached hereto (collectively, the "PIPE Investors" and each individually a "PIPE Investor"); and

(5) Together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2 (Joinder) hereof (each, a "Joinder Party").

The Sponsor, the Target Holders, the PIPE Investors, and any Joinder Parties are collectively referred to herein as the "Holders" and each individually as a "Holder."

RECITALS

WHEREAS, the Company (formerly known as "[Insert Former SPAC Name]"), [Insert Merger Sub Name], a [Insert Entity Type] and wholly owned subsidiary of the Company ("Merger Sub"), and [Insert Target Company Name], a [Insert Entity Type] organized under the laws of [Insert Jurisdiction] (the "Target"), entered into that certain Business Combination Agreement, dated as of [Insert BCA Date] (as amended, restated, supplemented, or otherwise modified from time to time, the "Business Combination Agreement"), pursuant to which, among other things, Merger Sub was to merge with and into the Target, with the Target surviving as a wholly owned subsidiary of the Company (the "Business Combination");

WHEREAS, in connection with the consummation of the Business Combination, the Company has completed its domestication from a [Insert Prior Jurisdiction] [Insert Prior Entity Type] to a corporation incorporated under the laws of the State of Delaware, pursuant to the terms and conditions of the Business Combination Agreement (the "Domestication");

WHEREAS, following the Domestication, Merger Sub merged with and into the Target, with the Target surviving such merger as a wholly owned subsidiary of the Company, in accordance with the terms of the Business Combination Agreement;

WHEREAS, as consideration for the Business Combination, the Target Holders have received shares of Common Stock (as defined below) of the Company, and may be entitled to receive additional shares of Common Stock in the form of Earnout Shares (as defined below), in each case pursuant to the Business Combination Agreement;

WHEREAS, the PIPE Investors have purchased shares of Common Stock of the Company pursuant to those certain Subscription Agreements (as defined below), each dated as of [Insert Date], by and between the Company (or its predecessor) and each PIPE Investor, respectively;

WHEREAS, the Sponsor holds certain Founder Shares (as defined below) and Private Placement Warrants (as defined below) that were issued in connection with the initial public offering of the Company's predecessor, [Insert Former SPAC Name];

WHEREAS, in connection with the consummation of the transactions contemplated by the Business Combination Agreement, the parties hereto desire to enter into this Agreement in order to grant the Holders certain registration rights with respect to certain securities of the Company, as more fully set forth herein;

WHEREAS, this Agreement is being entered into pursuant to and in satisfaction of the obligations set forth in Section [●] of the Business Combination Agreement; and

WHEREAS, this Agreement supersedes and replaces in its entirety any prior registration rights agreement entered into by the Company (or its predecessor, [Insert Former SPAC Name]) in connection with its initial public offering, including that certain Registration Rights Agreement, dated as of [Insert Date of Prior RRA], by and among [Insert Former SPAC Name] and the other parties thereto, which prior agreement shall be of no further force or effect as of the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"Adverse Disclosure" means public disclosure of material non-public information that, in the good faith judgment of the Board, after consultation with outside legal counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for such Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, and (ii) (A) the Company has a bona fide business purpose for not disclosing publicly, (B) such disclosure would be materially adverse to the Company or its subsidiaries, or (C) such disclosure would materially interfere with any bona fide financing, acquisition, disposition, or other material transaction then being pursued by the Company or any of its subsidiaries.

"Agreement" means this Registration Rights Agreement, including all Schedules and Exhibits hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 7.3 hereof.

"Block Trade" means an offering and/or sale of Registrable Securities by any Holder on a block trade or bought deal basis, whether or not underwritten (including any overnight underwritten offering, bought deal, or block sale to a financial institution), pursuant to and in accordance with an effective Registration Statement.

"Board" means the board of directors of the Company.

"Business Combination" has the meaning set forth in the Recitals.

"Business Combination Agreement" means that certain Business Combination Agreement, dated as of [Insert Date], by and among [Insert SPAC Name], [Insert Merger Sub Name], and [Insert Target Name], as amended, restated, supplemented, or otherwise modified from time to time.

"Business Day" means any day other than a Saturday, Sunday, or any day on which the principal offices of the Commission in Washington, D.C. are closed.

"Closing Date" means the date of the closing of the Business Combination.

"Commission" or "SEC" means the U.S. Securities and Exchange Commission, or any successor agency.

"Common Stock" means shares of common stock, par value $[●] per share, of the Company.

"Company" has the meaning set forth in the Preamble.

"Demand Registration" has the meaning set forth in Section 2.2(a).

"Domestication" has the meaning set forth in the Recitals.

"Earnout Agreement" means that certain Earnout Agreement, dated as of [Insert Date], by and among the Company, [Insert Target Name], and the Target Holders party thereto, as amended, restated, supplemented, or otherwise modified from time to time.

"Earnout Shares" means any additional shares of Common Stock issuable to the Target Holders pursuant to the Earnout Agreement.

"Effectiveness Deadline" has the meaning set forth in Section 2.1(a).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Filing Deadline" has the meaning set forth in Section 2.1(a).

"Form S-1" means a registration statement on Form S-1 under the Securities Act, or any successor form thereto.

"Form S-3" means a registration statement on Form S-3 under the Securities Act, or any successor form thereto.

"Form S-4" means a registration statement on Form S-4 under the Securities Act, or any successor form thereto.

"Form S-8" means a registration statement on Form S-8 under the Securities Act, or any successor form thereto.

"Founder Shares" means the shares of Common Stock held by the Sponsor that were originally issued as Class B ordinary shares of [Insert Former SPAC Name] prior to the Domestication and were converted into shares of Common Stock in connection with the Domestication, net of any shares forfeited, surrendered, or cancelled pursuant to the Sponsor Support Agreement or otherwise in connection with the Business Combination, together with any equity securities of the Company issued or issuable with respect thereto by way of stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, or reorganization.

"Holder" means each of the Sponsor, the Target Holders, and the PIPE Investors, together with any Joinder Party, in each case for so long as such Person holds Registrable Securities. For the avoidance of doubt, a Person shall cease to be a Holder at such time as such Person no longer holds any Registrable Securities.

"Joinder Agreement" means a joinder agreement substantially in the form attached hereto as Exhibit A.

"Joinder Party" has the meaning set forth in Section 7.2.

"Lock-Up Agreement" means that certain Lock-Up Agreement, dated as of [Insert Date], by and among the Company and certain Holders, as amended, restated, supplemented, or otherwise modified from time to time.

"Lock-Up Period" means, with respect to each Holder, the applicable restricted period during which such Holder is prohibited from transferring, selling, or otherwise disposing of Registrable Securities under the Lock-Up Agreement or any other contractual restriction on transfer applicable to such Holder's Registrable Securities.

"Maximum Number of Securities" has the meaning set forth in Section 2.3(b).

"Merger Sub" has the meaning set forth in the Recitals.

"Minimum Threshold" means an aggregate offering price of at least $[●] (before deducting underwriting discounts, commissions, and offering expenses), or such lesser amount as represents all of the remaining Registrable Securities held by the applicable Requesting Holder(s).

"Person" means any individual, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated organization, governmental authority, or any other entity.

"PIPE Investors" has the meaning set forth in the Preamble and as listed on Schedule B hereto.

"PIPE Shares" means the shares of Common Stock issued to the PIPE Investors pursuant to their respective Subscription Agreements.

"Piggyback Registration" has the meaning set forth in Section 2.3(a).

"Private Placement Warrants" means the warrants to purchase Common Stock that were originally issued to the Sponsor in a private placement in connection with [Insert Former SPAC Name]'s initial public offering, each exercisable for one share of Common Stock at an exercise price of $[●] per share, subject to adjustment in accordance with their terms.

"Prospectus" means the prospectus included in any Registration Statement (including any prospectus subject to completion), as amended or supplemented by any prospectus supplement, or any free writing prospectus, relating to such Registration Statement, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus.

"Registrable Securities" means (i) the Founder Shares, (ii) the PIPE Shares, (iii) the Target Holder Shares, (iv) the shares of Common Stock issuable upon exercise of the Private Placement Warrants, (v) any Earnout Shares when and if issued, and (vi) any equity securities of the Company issued or issuable with respect to any of the foregoing by way of stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, reorganization, or similar event; provided, however, that such securities shall cease to be Registrable Securities upon the earliest to occur of:

(A) a Registration Statement covering the resale of such securities has been declared effective by the Commission and such securities have been sold or disposed of pursuant to such effective Registration Statement;

(B) such securities have been otherwise transferred, and new certificates or book-entry positions for such securities not bearing (or subject to) a legend restricting further transfer have been delivered by the Company, and such securities may be publicly resold without restriction under the Securities Act;

(C) such securities have been sold pursuant to Rule 144 under the Securities Act (or any similar provision then in force);

(D) such securities are eligible for resale under Rule 144 under the Securities Act without volume or manner-of-sale restrictions and without the requirement for current public information pursuant to Rule 144(c)(1) (or Rule 144(i)(2), as applicable) under the Securities Act; or

(E) such securities have ceased to be outstanding.

"Registration Expenses" has the meaning set forth in Section 5.1.

"Registration Statement" means any registration statement of the Company filed with, or to be filed with, the Commission under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement or Prospectus (including pre- and post-effective amendments), all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

"Requesting Holders" has the meaning set forth in Section 2.2(a).

"Resale Shelf Registration Statement" has the meaning set forth in Section 2.1(a).

"Rule 144" means Rule 144 under the Securities Act, or any successor rule thereto.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Shelf Takedown" has the meaning set forth in Section 2.1(c).

"Sponsor" has the meaning set forth in the Preamble.

"Sponsor Support Agreement" means that certain Sponsor Support Agreement, dated as of [Insert Date], by and between the Sponsor and [Insert Former SPAC Name], as amended, restated, supplemented, or otherwise modified from time to time.

"Subscription Agreements" means those certain Subscription Agreements, each dated as of [Insert Date], by and between [Insert Former SPAC Name] (or its successor, the Company) and each of the PIPE Investors, as amended, restated, supplemented, or otherwise modified from time to time.

"Suspension Period" has the meaning set forth in Section 2.4(a).

"Target" has the meaning set forth in the Recitals.

"Target Holder Shares" means the shares of Common Stock issued or issuable to the Target Holders as merger consideration pursuant to the Business Combination Agreement (including any Earnout Shares when and if issued).

"Target Holders" has the meaning set forth in the Preamble and as listed on Schedule A hereto.

"Underwritten Offering" means a registered offering in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for purposes of reoffering to the public, including any such offering that is effected as a "bought deal" or a Block Trade.

"Underwritten Shelf Takedown" means an Underwritten Offering effected pursuant to an effective Resale Shelf Registration Statement.

"Withdrawal Notice" has the meaning set forth in Section 2.1(d).

Section 1.2 — Interpretive Provisions

In this Agreement, unless the context otherwise requires:

(a) References to "Sections," "Articles," "Schedules," and "Exhibits" are to sections and articles of, and schedules and exhibits to, this Agreement, unless otherwise specified.

(b) References to any agreement, instrument, or other document mean such agreement, instrument, or other document as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, of this Agreement.

(c) The use of the words "include," "includes," or "including" shall, in all cases, be deemed to be followed by the words "without limitation."

(d) The words "hereof," "herein," "hereto," "hereunder," and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

(e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

(f) References to a "Person" are also to its successors and permitted assigns.

(g) The use of "or" is not intended to be exclusive unless expressly indicated otherwise.

(h) The headings and captions in this Agreement are for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(i) References to any statute, law, rule, or regulation shall be deemed also to refer to all amendments and successor provisions thereto and all rules and regulations promulgated thereunder, unless the context otherwise requires.

(j) References to "dollars" or "$" shall mean the lawful currency of the United States of America.

(k) References to "writing" or "written" include electronic communications in accordance with Section 7.4.

(l) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under United States generally accepted accounting principles.

ARTICLE II — REGISTRATION RIGHTS

Section 2.1 — Resale Shelf Registration Statement

(a) Filing and Effectiveness Obligations.

The Company shall prepare and file with the Commission, no later than [●] calendar days after the Closing Date (the "Filing Deadline"), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) registering the resale from time to time by the Holders of all of the Registrable Securities held by the Holders (the "Resale Shelf Registration Statement"). The Resale Shelf Registration Statement shall be on Form S-1 or, if the Company is then eligible to use Form S-3, on Form S-3. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to become effective under the Securities Act as soon as practicable after filing, and in any event no later than the earlier of (i) [●] calendar days after the Filing Deadline and (ii) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Shelf Registration Statement will not be "reviewed" or will not be subject to further review (such earlier date, the "Effectiveness Deadline").

If the Resale Shelf Registration Statement is initially filed on Form S-1 because Form S-3 is not then available to the Company, the Company shall use its commercially reasonable efforts to become eligible to use Form S-3 for secondary sales as promptly as practicable, and shall, promptly following the date upon which the Company becomes eligible to use Form S-3, file a new Resale Shelf Registration Statement on Form S-3, or convert the existing Resale Shelf Registration Statement to a Form S-3 by filing a post-effective amendment, and shall use its commercially reasonable efforts to cause such new or amended Registration Statement to become effective as promptly as practicable.

The Company shall use its commercially reasonable efforts to keep the Resale Shelf Registration Statement (or any replacement or successor Registration Statement) continuously effective under the Securities Act until the date on which all Registrable Securities covered by such Resale Shelf Registration Statement have ceased to be Registrable Securities (the "Effectiveness Period"). If the Resale Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to as promptly as practicable cause such Resale Shelf Registration Statement to again become effective under the Securities Act (including by filing an additional Registration Statement, if necessary), and shall use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable.

(b) Shelf Amendments and Supplements.

The Company shall supplement or amend the Resale Shelf Registration Statement as may be necessary or appropriate in order to keep such Resale Shelf Registration Statement continuously effective and usable for the resale of Registrable Securities during the Effectiveness Period, including (i) to reflect the issuance of any Earnout Shares or other additional Registrable Securities, (ii) to name any additional Holders or Joinder Parties, (iii) to file any required post-effective amendments, prospectus supplements, or other filings as required under the Securities Act, and (iv) to respond to any comments or requests from the Commission with respect to such Resale Shelf Registration Statement. The Company shall provide prompt notice to each Holder of the filing of any such amendment or supplement. If at any time the Resale Shelf Registration Statement requires a post-effective amendment to name additional Registrable Securities or additional selling securityholders, the Company shall file such post-effective amendment or a new Registration Statement, as applicable, as promptly as practicable.

At any time after the Resale Shelf Registration Statement has been declared effective by the Commission, any Holder or group of Holders whose Registrable Securities are covered by such Resale Shelf Registration Statement and whose Registrable Securities have an aggregate market value (based on the closing price of the Common Stock on the principal securities exchange on which the Common Stock is then listed on the Business Day immediately preceding the date of the applicable request) of at least $[●] may request to sell all or any portion of their Registrable Securities in an Underwritten Shelf Takedown by delivering written notice to the Company (a "Shelf Takedown Request") specifying the approximate number of Registrable Securities to be sold and the expected price range (if any) at which such Registrable Securities are proposed to be sold. Each such Underwritten Shelf Takedown shall herein be referred to as a "Shelf Takedown." The Company shall, within five (5) Business Days of receiving a Shelf Takedown Request, notify all other Holders whose Registrable Securities are included on the Resale Shelf Registration Statement, and each such other Holder may elect to include its Registrable Securities in such Shelf Takedown by delivering written notice to the Company within three (3) Business Days after receipt of such notice from the Company.

Notwithstanding the foregoing, the Company shall not be obligated to effect an Underwritten Shelf Takedown (i) if the Company has already effected [●] Underwritten Shelf Takedowns in the preceding twelve (12)-month period, or (ii) during any Suspension Period. For the avoidance of doubt, a Shelf Takedown that is not an Underwritten Shelf Takedown (i.e., a non-underwritten sale off the shelf) may be effected by any Holder at any time (subject to any applicable Lock-Up Period and Suspension Period) without the consent or cooperation of the Company (other than the Company's obligation to keep the Resale Shelf Registration Statement effective and the Prospectus current).

The managing underwriter(s) for any Underwritten Shelf Takedown shall be selected by the Holder or Holders who initiated such Shelf Takedown Request (and, if more than one Holder initiated such request, by the Holder(s) holding the largest number of Registrable Securities to be included in such Underwritten Shelf Takedown), subject in each case to the reasonable approval of the Company, which approval shall not be unreasonably withheld, conditioned, or delayed.

(d) Withdrawal Rights.

Any Holder that has included its Registrable Securities in a Shelf Takedown may withdraw all or any portion of its Registrable Securities from such Shelf Takedown at any time prior to the pricing thereof by delivering a written notice of withdrawal to the Company (a "Withdrawal Notice"). Upon receipt of a Withdrawal Notice, the Company shall promptly notify the managing underwriter(s), if any, of such withdrawal. If all Holders participating in a Shelf Takedown deliver Withdrawal Notices prior to the pricing thereof, the Company may cease all efforts with respect to such Shelf Takedown, and such withdrawn Shelf Takedown shall not count as a completed Underwritten Shelf Takedown for purposes of Section 2.1(c). Notwithstanding anything to the contrary herein, a Holder shall be deemed to have not made a request for an Underwritten Shelf Takedown and such request shall not count toward the limitation on the number of Underwritten Shelf Takedowns set forth in Section 2.1(c) if (x) all Holders participating therein withdraw prior to pricing or (y) the applicable Shelf Takedown is not consummated for any reason other than a withdrawal by the participating Holders (unless such non-consummation is attributable to the actions or inactions of such participating Holders).

(e) Block Trades.

Notwithstanding anything to the contrary in Section 2.1(c), at any time after the Resale Shelf Registration Statement has been declared effective, any Holder or group of Holders whose Registrable Securities are covered by the Resale Shelf Registration Statement and whose Registrable Securities proposed to be sold have an aggregate market value of at least $[●] may request to effect a Block Trade off of such effective Resale Shelf Registration Statement by delivering written notice to the Company at least two (2) Business Days (or such shorter period as may be agreed by the Company) prior to the date such Block Trade is expected to commence. The Company shall use commercially reasonable efforts to facilitate such Block Trade, including by cooperating with the applicable underwriter(s) or placement agent(s) retained by such Holder(s) in connection therewith. Block Trades shall not be subject to the notice requirements applicable to other Holders set forth in Section 2.1(c), and the Company shall not be required to notify any other Holders in connection with a Block Trade unless the participating Holder(s) otherwise request. A Block Trade shall not be counted as an Underwritten Shelf Takedown for purposes of the limitations set forth in Section 2.1(c), unless such Block Trade constitutes a firm-commitment underwritten offering that, by its terms, would otherwise be classified as an Underwritten Shelf Takedown.

Section 2.2 — Demand Registration Rights

(a) Demand Registration.

If at any time there is no Resale Shelf Registration Statement effective and available for use by the Holders for the resale of Registrable Securities, any Holder or group of Holders that, individually or in the aggregate, hold at least [●]% of the then-outstanding Registrable Securities (the "Requesting Holders") may make a written demand to the Company (a "Demand Notice") for the registration under the Securities Act of all or any portion of their Registrable Securities (a "Demand Registration"). Each Demand Notice shall specify the approximate number and type of Registrable Securities to be registered and the intended method or methods of distribution thereof (including whether such offering is intended to be an Underwritten Offering). Within five (5) Business Days of receiving a Demand Notice, the Company shall give written notice of such Demand Registration to all other Holders of Registrable Securities. Each such other Holder of Registrable Securities shall have the right to request inclusion of its Registrable Securities in such Demand Registration by delivering written notice to the Company within ten (10) Business Days after receipt of the Company's notice.

The Company shall, within [●] days of receiving a Demand Notice, file a Registration Statement on Form S-1 (or, if available, Form S-3) covering the resale of the Registrable Securities specified in the Demand Notice (and any additional Registrable Securities requested to be included by other Holders in accordance with this Section 2.2(a)), and the Company shall use its commercially reasonable efforts to have such Registration Statement declared effective by the Commission as promptly as practicable. The Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective for a period of not less than one hundred eighty (180) days from the date of effectiveness thereof (or such shorter period as shall be necessary to permit the Holders to complete the distribution described in the applicable Registration Statement), subject to the provisions of Section 2.4(a).

Each category of Holder shall be entitled to the following maximum number of Demand Registrations: (i) the Sponsor, individually or together with its Permitted Transferees, shall be entitled to [●] Demand Registrations in the aggregate; (ii) the Target Holders, collectively, shall be entitled to [●] Demand Registrations in the aggregate; and (iii) the PIPE Investors, collectively, shall be entitled to [●] Demand Registrations in the aggregate. For the avoidance of doubt, each category of Holder's Demand Registration rights are separate and independent.

A Demand Registration shall not be counted as one of the permitted Demand Registrations hereunder if:

(i) the Registration Statement filed in connection with such Demand Registration is not declared effective by the Commission within [●] days after the date of filing thereof;

(ii) the Registration Statement filed in connection with such Demand Registration is declared effective but is not maintained in effectiveness for the applicable minimum period set forth above (other than during a Suspension Period);

(iii) the Requesting Holders validly withdraw such demand in accordance with Section 2.2(c); or

(iv) the conditions to closing specified in any applicable underwriting agreement are not satisfied or waived (other than by reason of a failure on the part of a Requesting Holder).

(b) Selection of Underwriters.

If the Demand Registration involves an Underwritten Offering, the managing underwriter(s) shall be selected by the Requesting Holder(s) who initiated the Demand Notice (and, if more than one Requesting Holder initiated such Demand Notice, by the Requesting Holder(s) holding the largest number of Registrable Securities to be included in such Demand Registration), subject in each case to the reasonable approval of the Company, which approval shall not be unreasonably withheld, conditioned, or delayed. The Company shall enter into an underwriting agreement in customary form with the managing underwriter(s) so selected and shall take all reasonable actions as are requested by the managing underwriter(s) to expedite or facilitate the disposition of the Registrable Securities.

(c) Withdrawal. The Requesting Holders may withdraw a demand at any time prior to the effectiveness of the Registration Statement filed in connection with such Demand Registration by providing written notice of withdrawal to the Company and the managing underwriter(s), if any. If all Requesting Holders withdraw from a Demand Registration, such withdrawn demand shall not count against the number of Demand Registrations available to such category of Holders hereunder, unless such withdrawal was not caused by the Company's actions or omissions, in which case such withdrawn demand shall count as one of the permitted Demand Registrations unless the Requesting Holders reimburse the Company for all out-of-pocket Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration.

Section 2.3 — Piggyback Registration Rights

(a) Right to Piggyback.

If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to a public offering of equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities of the Company, for the account of the Company or for the account of any of its securityholders (other than (i) a registration on Form S-4 or Form S-8 (or any successor forms thereto), (ii) a registration filed solely in connection with an exchange offer or any employee benefit plan, or (iii) a registration pursuant to Section 2.1 or Section 2.2 hereof), the Company shall give written notice of such proposed registration (the "Piggyback Notice") to all Holders of Registrable Securities no later than [●] Business Days prior to the anticipated filing date of such Registration Statement. Each Holder shall have the right to request inclusion of all or any portion of its Registrable Securities in such registration (a "Piggyback Registration") by delivering written notice to the Company (a "Piggyback Request") within [●] Business Days after receipt of the Piggyback Notice, specifying the number of Registrable Securities such Holder desires to include. The Company shall use its commercially reasonable efforts to include in such Registration Statement all Registrable Securities requested to be included therein by the Holders, subject to the provisions of Section 2.3(b).

(b) Cutback / Priority Provisions.

If the managing underwriter(s) for any Underwritten Offering advise the Company in writing that, in their good faith opinion, the total number of securities (including Registrable Securities) that the Company and the Holders and any other Persons intend to include in such offering exceeds the number of securities that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of the securities offered or the market for the securities offered (such maximum number, the "Maximum Number of Securities"), then the Company shall include in such registration and offering the number of securities that is equal to the Maximum Number of Securities, allocated among the Persons requesting inclusion as follows:

In the case of a Company-Initiated Offering (i.e., an offering initiated by the Company for its own account):

(i) first, the securities that the Company proposes to sell for its own account;

(ii) second, the Registrable Securities of the Holders who have requested to participate in such registration pursuant to this Section 2.3, allocated on a pro rata basis among all such requesting Holders based on the number of Registrable Securities each such Holder has requested to be included in such registration (or, if such pro rata allocation would result in any Holder receiving more than the number of Registrable Securities such Holder requested to include, then the Registrable Securities of such Holder shall be limited to the number requested, and the remaining portion of the Maximum Number of Securities shall be reallocated on a pro rata basis among the remaining requesting Holders); and

(iii) third, any other securities requested to be included in such registration by any other Person having contractual rights to include securities in such registration.

In the case of a Holder-Initiated Offering (i.e., a Demand Registration or Underwritten Shelf Takedown):

(i) first, the Registrable Securities of the Requesting Holder(s) who initiated the demand or Shelf Takedown Request, as applicable;

(ii) second, the Registrable Securities of all other Holders who have requested to include their Registrable Securities in such registration or offering, allocated on a pro rata basis among such other Holders based on the number of Registrable Securities each such Holder has requested to be included (or, if such pro rata allocation would result in any Holder receiving more than the number of Registrable Securities such Holder requested to include, then the Registrable Securities of such Holder shall be limited to the number requested, and the remaining portion of the Maximum Number of Securities shall be reallocated on a pro rata basis among the remaining requesting Holders);

(iii) third, securities that the Company proposes to sell for its own account; and

(iv) fourth, any other securities requested to be included in such registration by any other Person having contractual rights to include securities in such registration.

No Piggyback Registration or cutback pursuant to this Section 2.3(b) shall operate to reduce the amount of Registrable Securities of a Requesting Holder included in a Holder-Initiated Offering below [●]% of the total number of securities included in such offering.

Any Holder that has submitted a Piggyback Request may withdraw all or any portion of its Registrable Securities from such Piggyback Registration at any time prior to the pricing of such offering by providing written notice of withdrawal to the Company and the managing underwriter(s), if any. Such withdrawal shall not affect such Holder's right to request inclusion of its Registrable Securities in any subsequent Piggyback Registration in accordance with this Section 2.3.

(d) No Obligation to Proceed.

The Company shall have no obligation to proceed with any proposed registration that would give rise to Piggyback Registration rights under this Section 2.3. The Company may, in its sole discretion, withdraw or abandon such registration at any time and for any reason (including, without limitation, if the managing underwriter(s) advise the Company that the offering would not be successful). Such withdrawal or abandonment shall not give rise to any claim or liability on the part of the Company to any Holder that submitted a Piggyback Request with respect to such registration, nor shall any such withdrawal or abandonment prejudice such Holder's right to participate in any future Piggyback Registration in accordance with this Section 2.3.

Section 2.4 — Restrictions on Registration Rights

(a) Suspension / Blackout Periods.

Notwithstanding anything to the contrary in this Article II, the Company may, upon the delivery of written notice (a "Suspension Notice") to all Holders of Registrable Securities, suspend the use of any Registration Statement (including the Resale Shelf Registration Statement) and the related Prospectus for a period not to exceed [●] consecutive days in any twelve (12)-month period, and not more than [●] times in any twelve (12)-month period (each such period, a "Suspension Period"), if the Board determines in good faith, upon the advice of outside legal counsel, that the filing, initial effectiveness, or continued use of such Registration Statement or the offer or sale of Registrable Securities pursuant thereto would require Adverse Disclosure. Each Suspension Notice shall contain a statement of the general reasons for the suspension (to the extent permissible without constituting an Adverse Disclosure) and an approximation of the anticipated length of the Suspension Period.

Upon receipt of a Suspension Notice, each Holder shall immediately discontinue the disposition of Registrable Securities pursuant to the applicable Registration Statement and Prospectus until such Holder receives written notice from the Company that the Suspension Period has ended and that the use of the applicable Prospectus may be resumed (the "Resumption Notice"). The Company shall provide a Resumption Notice to each Holder promptly following the conclusion of each Suspension Period. If so directed by the Company, each Holder shall deliver to the Company (at the Company's expense) all copies of the Prospectus then in such Holder's possession that is subject to the Suspension Period.

During any Suspension Period, the Company shall not register any of its own securities for sale to the public (other than pursuant to a Registration Statement on Form S-4 or Form S-8 or any successor forms thereto, or in connection with a registration statement filed in connection with an exchange offer or any employee benefit plan), and the Company shall not be permitted to require any Holder to agree to any "market stand-off" or similar restriction during a Suspension Period.

The Effectiveness Period of any Registration Statement shall be extended by the aggregate number of days of all Suspension Periods occurring during such Effectiveness Period.

(b) Lock-Up Limitations.

Notwithstanding anything to the contrary in this Agreement, the registration rights granted hereunder are subject to any applicable Lock-Up Period. No Holder shall be entitled to sell, transfer, or otherwise dispose of any Registrable Securities pursuant to a Registration Statement if such sale, transfer, or disposition would violate such Holder's Lock-Up Agreement or any other applicable contractual restriction on transfer. For the avoidance of doubt, this Section 2.4(b) does not prevent the Company from filing a Registration Statement, or the Commission from declaring a Registration Statement effective, during a Lock-Up Period; it shall only restrict the actual sale or other disposition of Registrable Securities pursuant to such Registration Statement during the applicable restricted period. Upon the expiration or termination of a Holder's Lock-Up Period, such Holder shall be immediately entitled to sell Registrable Securities pursuant to any then-effective Registration Statement covering such securities.

Each Holder agrees that, in connection with any Underwritten Offering in which such Holder's Registrable Securities are included, such Holder shall not effect any public sale or distribution of Common Stock (or any securities convertible into, or exercisable or exchangeable for, Common Stock), including any sale pursuant to Rule 144, during the period commencing [●] days prior to the expected date of pricing of such Underwritten Offering and ending [●] days after the date of pricing of such Underwritten Offering (or such shorter period as the managing underwriter(s) may require), except as part of such Underwritten Offering, unless the managing underwriter(s) otherwise agree in writing. Each Holder further agrees to execute any agreement reflecting the foregoing as may be reasonably requested by the managing underwriter(s) at the time of such Underwritten Offering.

The Company agrees that, in connection with any Underwritten Offering by a Holder pursuant to this Agreement, the Company shall not effect any public sale or distribution of its equity securities (or any securities convertible into, or exercisable or exchangeable for, equity securities of the Company) during the period commencing [●] days prior to the expected date of pricing of such Underwritten Offering and ending [●] days after the date of pricing of such Underwritten Offering, except for (i) issuances pursuant to employee equity incentive plans, employee stock purchase plans, or similar plans in effect on the date hereof or as thereafter adopted, (ii) issuances of securities as consideration in bona fide acquisition transactions, (iii) issuances of securities pursuant to any conversion, exchange, or exercise of any securities outstanding on the date such holdback period commences, or (iv) issuances otherwise agreed to in writing by the managing underwriter(s).

The Company shall use its commercially reasonable efforts to cause each of its directors, executive officers, and holders of [●]% or more of the outstanding shares of Common Stock to execute and deliver a customary holdback agreement consistent with the foregoing provisions for the same period applicable to the Holders in connection with any such Underwritten Offering.

ARTICLE III — REGISTRATION PROCEDURES

Section 3.1 — Company Obligations

In connection with any Registration Statement filed or to be filed by the Company pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and the sale of Registrable Securities in accordance with the intended method of distribution thereof, and pursuant thereto the Company shall:

(a) Prepare and file with the Commission a Registration Statement with respect to such Registrable Securities, and use its commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable; prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to (i) keep such Registration Statement effective for the applicable Effectiveness Period, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement, and (iii) respond to any comments received from the Commission with respect to such Registration Statement.

(b) Furnish to each participating Holder and the managing underwriter(s), if any, without charge, at least [●] Business Days before filing with the Commission, copies of the Registration Statement as proposed to be filed and each amendment or supplement thereto (excluding any document that is incorporated by reference), and thereafter furnish such Holders and underwriters with such number of copies of such Registration Statement, each amendment and supplement thereto, and each Prospectus included therein (including each preliminary prospectus) as such Holder or underwriter may reasonably request. The Company shall give good faith consideration to any comments timely received from such participating Holders and underwriters with respect to any such documents.

(c) Promptly notify each participating Holder and the managing underwriter(s), if any, and (if requested by any such Person) confirm such notice in writing:

(i) when the Registration Statement, any pre-effective amendment, any post-effective amendment, or any supplement to the Prospectus has been filed with the Commission and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective under the Securities Act;

(ii) of any request by the Commission or any state securities authority for amendments or supplements to the Registration Statement or the Prospectus, or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or the initiation or threatening of any proceedings for such purpose;

(iv) of the receipt by the Company of any written notification from the Commission of the suspension of the qualification of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;

(v) of the occurrence of any event or the existence of any facts that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, such Registration Statement does not contain an untrue statement of a material fact, and the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (which notice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made); and

(vi) of any determination by the Company that a post-effective amendment to the Registration Statement is necessary or advisable.

(d) Use its commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the Registration Statement, and if any such stop order or other order is issued, use its commercially reasonable efforts to obtain the withdrawal or vacation of such stop order or other order as promptly as practicable and promptly notify each participating Holder of the withdrawal or vacation of any such order.

(e) Furnish to each participating Holder, without charge, such number of copies of the Prospectus (including each preliminary prospectus) and any supplement thereto as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities held by such Holder that are covered by such Registration Statement. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the participating Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, subject to the provisions of Section 2.4(a).

(f) Use its commercially reasonable efforts to register or qualify, or cooperate with the participating Holders, the managing underwriter(s), if any, and their respective counsel, in connection with the registration or qualification (or exemption from such registration or qualification) of the Registrable Securities covered by the applicable Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as any participating Holder or managing underwriter may reasonably request, and do any and all other acts or things reasonably necessary or advisable to permit the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) subject itself to taxation in any such jurisdiction where it is not then so subject, or (iii) consent to general service of process in any such jurisdiction.

(g) Cooperate with the participating Holders to facilitate the timely preparation and delivery of certificates or book-entry positions representing the Registrable Securities to be delivered to a transferee pursuant to the applicable Registration Statement, which certificates or book-entry positions shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, any state securities or "blue sky" laws, or any other applicable law, and to enable such Registrable Securities to be in such denominations and registered in such names as any participating Holder may request at least two (2) Business Days prior to any sale of Registrable Securities. The Company shall cooperate with the participating Holders to cause the Company's transfer agent to remove any such restrictive legends from any Registrable Securities sold or to be sold pursuant to an effective Registration Statement, including, without limitation, by delivering any legal opinions, officer certificates, or other documents or instruments as may reasonably be requested by the transfer agent in connection therewith.

(h) Cause all Registrable Securities covered by any Registration Statement to be listed on each securities exchange or quotation system on which identical securities issued by the Company are then listed or quoted, and take all customary actions as may be required by the rules of such securities exchange or quotation system in connection therewith.

(i) Provide and maintain a transfer agent and registrar for all Registrable Securities covered by any Registration Statement from and after a date not later than the effective date of such Registration Statement.

(j) In connection with any Underwritten Offering:

(i) enter into and perform its obligations under an underwriting agreement in customary form, including customary representations, warranties, covenants, and indemnification and contribution obligations;

(ii) cause the Company's senior management (including, at a minimum, the chief executive officer and the chief financial officer of the Company or their equivalents) to participate in customary "road show" presentations and investor meetings as may be reasonably requested by the managing underwriter(s) and the Holders participating in such Underwritten Offering, for a duration not to exceed [●] Business Days (provided that such participation shall be scheduled to minimize disruption to the Company's business);

(iii) use its commercially reasonable efforts to furnish to the managing underwriter(s), on the date of the closing of such Underwritten Offering, (A) an opinion and negative assurance letter from counsel to the Company, dated the date of the closing of such Underwritten Offering, in customary form and substance and covering such matters as are customarily covered by such opinions and negative assurance letters in connection with underwritten offerings of equity securities, and (B) a "comfort letter" from the Company's independent registered public accounting firm, dated the date of the closing of such Underwritten Offering (with an update to such date), in customary form and substance and covering such matters as are customarily covered by such comfort letters in connection with underwritten offerings of equity securities; and

(iv) deliver such customary certificates, documents, and instruments, including officers' certificates signed by the chief executive officer and the chief financial officer (or equivalents) of the Company, as may be reasonably requested by the managing underwriter(s) to evidence the Company's satisfaction of any conditions contained in the underwriting agreement.

(k) Use its commercially reasonable efforts to cause the Registrable Securities covered by any Registration Statement to be registered with or approved by such other governmental agencies, authorities, or self-regulatory organizations as may be necessary to enable the participating Holders to consummate the disposition of such Registrable Securities, subject to the proviso in subsection (f) above.

(l) Make available for inspection by any participating Holder, any managing underwriter participating in the offering, and any counsel, accountant, or other agent retained by such Holder or underwriter (collectively, "Inspectors"), during normal business hours and upon reasonable prior notice, all financial and other records, pertinent corporate documents, and properties of the Company and its subsidiaries as may be reasonably requested by such Inspector, and cause the Company's officers, directors, employees, and independent registered public accounting firm to supply all information reasonably requested by any such Inspector in connection with the applicable Registration Statement; provided that each such Inspector shall execute a customary confidentiality agreement in form and substance reasonably satisfactory to the Company prior to gaining access to any such records or information, and such inspection rights shall be exercised in a manner that does not unreasonably interfere with the conduct of the Company's business.

Section 3.2 — Holder Obligations

Each Holder of Registrable Securities participating in any registration hereunder shall:

(a) Furnish to the Company in writing such information regarding such Holder and the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing and as shall be reasonably required by applicable law, the Commission, or any state securities authority for use in connection with any Registration Statement or Prospectus, and the Company shall not be required to include such Holder's Registrable Securities in any Registration Statement if such Holder fails to furnish such information within a reasonable time after receiving such request. Each Holder agrees that, if such Holder becomes aware that any of the information furnished by such Holder to the Company is inaccurate or incomplete in any material respect, such Holder shall promptly notify the Company in writing of such inaccuracy or incompleteness.

(b) Not use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed.

(c) Cooperate in good faith with the Company in the preparation and filing of any Registration Statement and any related filings as reasonably requested by the Company, including by timely executing and delivering all questionnaires, powers of attorney, and other documents reasonably required by the Company in connection therewith.

(d) Upon receipt of any Suspension Notice from the Company pursuant to Section 2.4(a), or any notice from the Company of the occurrence of any event described in Section 3.1(c)(v), immediately discontinue the disposition of Registrable Securities pursuant to the applicable Registration Statement and Prospectus until such Holder receives a Resumption Notice from the Company advising that the Prospectus has been supplemented or amended or the Suspension Period has ended, as applicable. If so directed by the Company in writing, each such Holder shall deliver to the Company (at the Company's expense) all copies of the then-current Prospectus in such Holder's possession or control that is subject to such suspension or event.

(e) Not sell, transfer, or otherwise dispose of Registrable Securities pursuant to any Registration Statement in a manner inconsistent with the plan of distribution described in the applicable Registration Statement or Prospectus.

It is understood and agreed that the Company's obligations under this Agreement with respect to any Holder shall be conditioned upon such Holder's compliance with the foregoing obligations. The failure of any Holder to comply with this Section 3.2 shall not affect the obligations of the Company with respect to any other Holder that has complied with this Section 3.2.

ARTICLE IV — INDEMNIFICATION AND CONTRIBUTION

Section 4.1 — Indemnification by the Company

The Company agrees to indemnify, defend, and hold harmless, to the fullest extent permitted by applicable law, each Holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, and each of such Holder's officers, directors, managers, members, partners, stockholders, agents, and representatives, and each Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, managers, members, partners, stockholders, agents, and representatives of each such controlling Person (each, an "Indemnified Holder Party"), from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees and disbursements and costs of investigation and litigation) (collectively, "Losses") arising out of, based upon, or resulting from:

(a) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any amendment or supplement thereto (including any document incorporated by reference therein), any Prospectus or any amendment or supplement thereto (including any document incorporated by reference therein), any issuer free writ

REGISTRATION RIGHTS AGREEMENT
Form — To Be Executed at Closing of the Business Combination
THIS IS A BLANK FORM / TEMPLATE — DO NOT FILL IN WITH MATTER-SPECIFIC DETAILS
Drafting Guidance: This form is prepared for use in connection with a de-SPAC business combination structured as a forward triangular merger. It is to be executed at the closing by the combined company (the surviving post-domestication Delaware corporation), the SPAC sponsor, certain former target company shareholders, and PIPE investors. Counsel should tailor bracketed placeholders and optional provisions to the specifics of the transaction before execution. All provisions designated by brackets (e.g., "[●]") require insertion of matter-specific information prior to execution.
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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of [●], 20[●] (the "Closing Date"), by and among:
(1) [Insert Full Legal Name of Combined Company], a Delaware corporation (the "Company"), with its principal executive offices located at [Insert Address];
(2) [Insert Full Legal Name of Sponsor Entity], a [Insert Entity Type] organized under the laws of [Insert Jurisdiction] (the "Sponsor");
(3) Each of the persons and entities listed on Schedule A attached hereto (collectively, the "Target Holders" and each individually a "Target Holder");
(4) Each of the persons and entities listed on Schedule B attached hereto (collectively, the "PIPE Investors" and each individually a "PIPE Investor"); and
(5) Together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2 (Joinder) hereof (each, a "Joinder Party").
The Sponsor, the Target Holders, the PIPE Investors, and any Joinder Parties are collectively referred to herein as the "Holders" and each individually as a "Holder."
RECITALS
WHEREAS, the Company (formerly known as "[Insert Former SPAC Name]"), [Insert Merger Sub Name], a [Insert Entity Type] and wholly owned subsidiary of the Company ("Merger Sub"), and [Insert Target Company Name], a [Insert Entity Type] organized under the laws of [Insert Jurisdiction] (the "Target"), entered into that certain Business Combination Agreement, dated as of [Insert BCA Date] (as amended, restated, supplemented, or otherwise modified from time to time, the "Business Combination Agreement"), pursuant to which, among other things, Merger Sub was to merge with and into the Target, with the Target surviving as a wholly owned subsidiary of the Company (the "Business Combination");
WHEREAS, in connection with the consummation of the Business Combination, the Company has completed its domestication from a [Insert Prior Jurisdiction] [Insert Prior Entity Type] to a corporation incorporated under the laws of the State of Delaware, pursuant to the terms and conditions of the Business Combination Agreement (the "Domestication");
WHEREAS, following the Domestication, Merger Sub merged with and into the Target, with the Target surviving such merger as a wholly owned subsidiary of the Company, in accordance with the terms of the Business Combination Agreement;
WHEREAS, as consideration for the Business Combination, the Target Holders have received shares of Common Stock (as defined below) of the Company, and may be entitled to receive additional shares of Common Stock in the form of Earnout Shares (as defined below), in each case pursuant to the Business Combination Agreement;
WHEREAS, the PIPE Investors have purchased shares of Common Stock of the Company pursuant to those certain Subscription Agreements (as defined below), each dated as of [Insert Date], by and between the Company (or its predecessor) and each PIPE Investor, respectively;
WHEREAS, the Sponsor holds certain Founder Shares (as defined below) and Private Placement Warrants (as defined below) that were issued in connection with the initial public offering of the Company's predecessor, [Insert Former SPAC Name];
WHEREAS, in connection with the consummation of the transactions contemplated by the Business Combination Agreement, the parties hereto desire to enter into this Agreement in order to grant the Holders certain registration rights with respect to certain securities of the Company, as more fully set forth herein;
WHEREAS, this Agreement is being entered into pursuant to and in satisfaction of the obligations set forth in Section [●] of the Business Combination Agreement; and
WHEREAS, this Agreement supersedes and replaces in its entirety any prior registration rights agreement entered into by the Company (or its predecessor, [Insert Former SPAC Name]) in connection with its initial public offering, including that certain Registration Rights Agreement, dated as of [Insert Date of Prior RRA], by and among [Insert Former SPAC Name] and the other parties thereto, which prior agreement shall be of no further force or effect as of the date hereof.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Adverse Disclosure" means public disclosure of material non-public information that, in the good faith judgment of the Board, after consultation with outside legal counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for such Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, and (ii) (A) the Company has a bona fide business purpose for not disclosing publicly, (B) such disclosure would be materially adverse to the Company or its subsidiaries, or (C) such disclosure would materially interfere with any bona fide financing, acquisition, disposition, or other material transaction then being pursued by the Company or any of its subsidiaries.
"Agreement" means this Registration Rights Agreement, including all Schedules and Exhibits hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 7.3 hereof.
"Block Trade" means an offering and/or sale of Registrable Securities by any Holder on a block trade or bought deal basis, whether or not underwritten (including any overnight underwritten offering, bought deal, or block sale to a financial institution), pursuant to and in accordance with an effective Registration Statement.
"Board" means the board of directors of the Company.
"Business Combination" has the meaning set forth in the Recitals.
"Business Combination Agreement" means that certain Business Combination Agreement, dated as of [Insert Date], by and among [Insert SPAC Name], [Insert Merger Sub Name], and [Insert Target Name], as amended, restated, supplemented, or otherwise modified from time to time.
"Business Day" means any day other than a Saturday, Sunday, or any day on which the principal offices of the Commission in Washington, D.C. are closed.
"Closing Date" means the date of the closing of the Business Combination.
"Commission" or "SEC" means the U.S. Securities and Exchange Commission, or any successor agency.
"Common Stock" means shares of common stock, par value $[●] per share, of the Company.
"Company" has the meaning set forth in the Preamble.
"Demand Registration" has the meaning set forth in Section 2.2(a).
"Domestication" has the meaning set forth in the Recitals.
"Earnout Agreement" means that certain Earnout Agreement, dated as of [Insert Date], by and among the Company, [Insert Target Name], and the Target Holders party thereto, as amended, restated, supplemented, or otherwise modified from time to time.
"Earnout Shares" means any additional shares of Common Stock issuable to the Target Holders pursuant to the Earnout Agreement.
"Effectiveness Deadline" has the meaning set forth in Section 2.1(a).
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
"Filing Deadline" has the meaning set forth in Section 2.1(a).
"Form S-1" means a registration statement on Form S-1 under the Securities Act, or any successor form thereto.
"Form S-3" means a registration statement on Form S-3 under the Securities Act, or any successor form thereto.
"Form S-4" means a registration statement on Form S-4 under the Securities Act, or any successor form thereto.
"Form S-8" means a registration statement on Form S-8 under the Securities Act, or any successor form thereto.
"Founder Shares" means the shares of Common Stock held by the Sponsor that were originally issued as Class B ordinary shares of [Insert Former SPAC Name] prior to the Domestication and were converted into shares of Common Stock in connection with the Domestication, net of any shares forfeited, surrendered, or cancelled pursuant to the Sponsor Support Agreement or otherwise in connection with the Business Combination, together with any equity securities of the Company issued or issuable with respect thereto by way of stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, or reorganization.
"Holder" means each of the Sponsor, the Target Holders, and the PIPE Investors, together with any Joinder Party, in each case for so long as such Person holds Registrable Securities. For the avoidance of doubt, a Person shall cease to be a Holder at such time as such Person no longer holds any Registrable Securities.
"Joinder Agreement" means a joinder agreement substantially in the form attached hereto as Exhibit A.
"Joinder Party" has the meaning set forth in Section 7.2.
"Lock-Up Agreement" means that certain Lock-Up Agreement, dated as of [Insert Date], by and among the Company and certain Holders, as amended, restated, supplemented, or otherwise modified from time to time.
"Lock-Up Period" means, with respect to each Holder, the applicable restricted period during which such Holder is prohibited from transferring, selling, or otherwise disposing of Registrable Securities under the Lock-Up Agreement or any other contractual restriction on transfer applicable to such Holder's Registrable Securities.
"Maximum Number of Securities" has the meaning set forth in Section 2.3(b).
"Merger Sub" has the meaning set forth in the Recitals.
"Minimum Threshold" means an aggregate offering price of at least $[●] (before deducting underwriting discounts, commissions, and offering expenses), or such lesser amount as represents all of the remaining Registrable Securities held by the applicable Requesting Holder(s).
"Person" means any individual, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated organization, governmental authority, or any other entity.
"PIPE Investors" has the meaning set forth in the Preamble and as listed on Schedule B hereto.
"PIPE Shares" means the shares of Common Stock issued to the PIPE Investors pursuant to their respective Subscription Agreements.
"Piggyback Registration" has the meaning set forth in Section 2.3(a).
"Private Placement Warrants" means the warrants to purchase Common Stock that were originally issued to the Sponsor in a private placement in connection with [Insert Former SPAC Name]'s initial public offering, each exercisable for one share of Common Stock at an exercise price of $[●] per share, subject to adjustment in accordance with their terms.
"Prospectus" means the prospectus included in any Registration Statement (including any prospectus subject to completion), as amended or supplemented by any prospectus supplement, or any free writing prospectus, relating to such Registration Statement, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus.
"Registrable Securities" means (i) the Founder Shares, (ii) the PIPE Shares, (iii) the Target Holder Shares, (iv) the shares of Common Stock issuable upon exercise of the Private Placement Warrants, (v) any Earnout Shares when and if issued, and (vi) any equity securities of the Company issued or issuable with respect to any of the foregoing by way of stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, reorganization, or similar event; provided, however, that such securities shall cease to be Registrable Securities upon the earliest to occur of:
(A) a Registration Statement covering the resale of such securities has been declared effective by the Commission and such securities have been sold or disposed of pursuant to such effective Registration Statement;
(B) such securities have been otherwise transferred, and new certificates or book-entry positions for such securities not bearing (or subject to) a legend restricting further transfer have been delivered by the Company, and such securities may be publicly resold without restriction under the Securities Act;
(C) such securities have been sold pursuant to Rule 144 under the Securities Act (or any similar provision then in force);
(D) such securities are eligible for resale under Rule 144 under the Securities Act without volume or manner-of-sale restrictions and without the requirement for current public information pursuant to Rule 144(c)(1) (or Rule 144(i)(2), as applicable) under the Securities Act; or
(E) such securities have ceased to be outstanding.
"Registration Expenses" has the meaning set forth in Section 5.1.
"Registration Statement" means any registration statement of the Company filed with, or to be filed with, the Commission under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement or Prospectus (including pre- and post-effective amendments), all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.
"Requesting Holders" has the meaning set forth in Section 2.2(a).
"Resale Shelf Registration Statement" has the meaning set forth in Section 2.1(a).
"Rule 144" means Rule 144 under the Securities Act, or any successor rule thereto.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
"Shelf Takedown" has the meaning set forth in Section 2.1(c).
"Sponsor" has the meaning set forth in the Preamble.
"Sponsor Support Agreement" means that certain Sponsor Support Agreement, dated as of [Insert Date], by and between the Sponsor and [Insert Former SPAC Name], as amended, restated, supplemented, or otherwise modified from time to time.
"Subscription Agreements" means those certain Subscription Agreements, each dated as of [Insert Date], by and between [Insert Former SPAC Name] (or its successor, the Company) and each of the PIPE Investors, as amended, restated, supplemented, or otherwise modified from time to time.
"Suspension Period" has the meaning set forth in Section 2.4(a).
"Target" has the meaning set forth in the Recitals.
"Target Holder Shares" means the shares of Common Stock issued or issuable to the Target Holders as merger consideration pursuant to the Business Combination Agreement (including any Earnout Shares when and if issued).
"Target Holders" has the meaning set forth in the Preamble and as listed on Schedule A hereto.
"Underwritten Offering" means a registered offering in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for purposes of reoffering to the public, including any such offering that is effected as a "bought deal" or a Block Trade.
"Underwritten Shelf Takedown" means an Underwritten Offering effected pursuant to an effective Resale Shelf Registration Statement.
"Withdrawal Notice" has the meaning set forth in Section 2.1(d).
Section 1.2 — Interpretive Provisions
In this Agreement, unless the context otherwise requires:
(a) References to "Sections," "Articles," "Schedules," and "Exhibits" are to sections and articles of, and schedules and exhibits to, this Agreement, unless otherwise specified.
(b) References to any agreement, instrument, or other document mean such agreement, instrument, or other document as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, of this Agreement.
(c) The use of the words "include," "includes," or "including" shall, in all cases, be deemed to be followed by the words "without limitation."
(d) The words "hereof," "herein," "hereto," "hereunder," and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.
(e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.
(f) References to a "Person" are also to its successors and permitted assigns.
(g) The use of "or" is not intended to be exclusive unless expressly indicated otherwise.
(h) The headings and captions in this Agreement are for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.
(i) References to any statute, law, rule, or regulation shall be deemed also to refer to all amendments and successor provisions thereto and all rules and regulations promulgated thereunder, unless the context otherwise requires.
(j) References to "dollars" or "$" shall mean the lawful currency of the United States of America.
(k) References to "writing" or "written" include electronic communications in accordance with Section 7.4.
(l) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under United States generally accepted accounting principles.
ARTICLE II — REGISTRATION RIGHTS
Section 2.1 — Resale Shelf Registration Statement
(a) Filing and Effectiveness Obligations.
The Company shall prepare and file with the Commission, no later than [●] calendar days after the Closing Date (the "Filing Deadline"), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) registering the resale from time to time by the Holders of all of the Registrable Securities held by the Holders (the "Resale Shelf Registration Statement"). The Resale Shelf Registration Statement shall be on Form S-1 or, if the Company is then eligible to use Form S-3, on Form S-3. The Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to become effective under the Securities Act as soon as practicable after filing, and in any event no later than the earlier of (i) [●] calendar days after the Filing Deadline and (ii) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Shelf Registration Statement will not be "reviewed" or will not be subject to further review (such earlier date, the "Effectiveness Deadline").
If the Resale Shelf Registration Statement is initially filed on Form S-1 because Form S-3 is not then available to the Company, the Company shall use its commercially reasonable efforts to become eligible to use Form S-3 for secondary sales as promptly as practicable, and shall, promptly following the date upon which the Company becomes eligible to use Form S-3, file a new Resale Shelf Registration Statement on Form S-3, or convert the existing Resale Shelf Registration Statement to a Form S-3 by filing a post-effective amendment, and shall use its commercially reasonable efforts to cause such new or amended Registration Statement to become effective as promptly as practicable.
The Company shall use its commercially reasonable efforts to keep the Resale Shelf Registration Statement (or any replacement or successor Registration Statement) continuously effective under the Securities Act until the date on which all Registrable Securities covered by such Resale Shelf Registration Statement have ceased to be Registrable Securities (the "Effectiveness Period"). If the Resale Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to as promptly as practicable cause such Resale Shelf Registration Statement to again become effective under the Securities Act (including by filing an additional Registration Statement, if necessary), and shall use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable.
(b) Shelf Amendments and Supplements.
The Company shall supplement or amend the Resale Shelf Registration Statement as may be necessary or appropriate in order to keep such Resale Shelf Registration Statement continuously effective and usable for the resale of Registrable Securities during the Effectiveness Period, including (i) to reflect the issuance of any Earnout Shares or other additional Registrable Securities, (ii) to name any additional Holders or Joinder Parties, (iii) to file any required post-effective amendments, prospectus supplements, or other filings as required under the Securities Act, and (iv) to respond to any comments or requests from the Commission with respect to such Resale Shelf Registration Statement. The Company shall provide prompt notice to each Holder of the filing of any such amendment or supplement. If at any time the Resale Shelf Registration Statement requires a post-effective amendment to name additional Registrable Securities or additional selling securityholders, the Company shall file such post-effective amendment or a new Registration Statement, as applicable, as promptly as practicable.
(c) Shelf Takedowns.
At any time after the Resale Shelf Registration Statement has been declared effective by the Commission, any Holder or group of Holders whose Registrable Securities are covered by such Resale Shelf Registration Statement and whose Registrable Securities have an aggregate market value (based on the closing price of the Common Stock on the principal securities exchange on which the Common Stock is then listed on the Business Day immediately preceding the date of the applicable request) of at least $[●] may request to sell all or any portion of their Registrable Securities in an Underwritten Shelf Takedown by delivering written notice to the Company (a "Shelf Takedown Request") specifying the approximate number of Registrable Securities to be sold and the expected price range (if any) at which such Registrable Securities are proposed to be sold. Each such Underwritten Shelf Takedown shall herein be referred to as a "Shelf Takedown." The Company shall, within five (5) Business Days of receiving a Shelf Takedown Request, notify all other Holders whose Registrable Securities are included on the Resale Shelf Registration Statement, and each such other Holder may elect to include its Registrable Securities in such Shelf Takedown by delivering written notice to the Company within three (3) Business Days after receipt of such notice from the Company.
Notwithstanding the foregoing, the Company shall not be obligated to effect an Underwritten Shelf Takedown (i) if the Company has already effected [●] Underwritten Shelf Takedowns in the preceding twelve (12)-month period, or (ii) during any Suspension Period. For the avoidance of doubt, a Shelf Takedown that is not an Underwritten Shelf Takedown (i.e., a non-underwritten sale off the shelf) may be effected by any Holder at any time (subject to any applicable Lock-Up Period and Suspension Period) without the consent or cooperation of the Company (other than the Company's obligation to keep the Resale Shelf Registration Statement effective and the Prospectus current).
The managing underwriter(s) for any Underwritten Shelf Takedown shall be selected by the Holder or Holders who initiated such Shelf Takedown Request (and, if more than one Holder initiated such request, by the Holder(s) holding the largest number of Registrable Securities to be included in such Underwritten Shelf Takedown), subject in each case to the reasonable approval of the Company, which approval shall not be unreasonably withheld, conditioned, or delayed.
(d) Withdrawal Rights.
Any Holder that has included its Registrable Securities in a Shelf Takedown may withdraw all or any portion of its Registrable Securities from such Shelf Takedown at any time prior to the pricing thereof by delivering a written notice of withdrawal to the Company (a "Withdrawal Notice"). Upon receipt of a Withdrawal Notice, the Company shall promptly notify the managing underwriter(s), if any, of such withdrawal. If all Holders participating in a Shelf Takedown deliver Withdrawal Notices prior to the pricing thereof, the Company may cease all efforts with respect to such Shelf Takedown, and such withdrawn Shelf Takedown shall not count as a completed Underwritten Shelf Takedown for purposes of Section 2.1(c). Notwithstanding anything to the contrary herein, a Holder shall be deemed to have not made a request for an Underwritten Shelf Takedown and such request shall not count toward the limitation on the number of Underwritten Shelf Takedowns set forth in Section 2.1(c) if (x) all Holders participating therein withdraw prior to pricing or (y) the applicable Shelf Takedown is not consummated for any reason other than a withdrawal by the participating Holders (unless such non-consummation is attributable to the actions or inactions of such participating Holders).
(e) Block Trades.
Notwithstanding anything to the contrary in Section 2.1(c), at any time after the Resale Shelf Registration Statement has been declared effective, any Holder or group of Holders whose Registrable Securities are covered by the Resale Shelf Registration Statement and whose Registrable Securities proposed to be sold have an aggregate market value of at least $[●] may request to effect a Block Trade off of such effective Resale Shelf Registration Statement by delivering written notice to the Company at least two (2) Business Days (or such shorter period as may be agreed by the Company) prior to the date such Block Trade is expected to commence. The Company shall use commercially reasonable efforts to facilitate such Block Trade, including by cooperating with the applicable underwriter(s) or placement agent(s) retained by such Holder(s) in connection therewith. Block Trades shall not be subject to the notice requirements applicable to other Holders set forth in Section 2.1(c), and the Company shall not be required to notify any other Holders in connection with a Block Trade unless the participating Holder(s) otherwise request. A Block Trade shall not be counted as an Underwritten Shelf Takedown for purposes of the limitations set forth in Section 2.1(c), unless such Block Trade constitutes a firm-commitment underwritten offering that, by its terms, would otherwise be classified as an Underwritten Shelf Takedown.
Section 2.2 — Demand Registration Rights
(a) Demand Registration.
If at any time there is no Resale Shelf Registration Statement effective and available for use by the Holders for the resale of Registrable Securities, any Holder or group of Holders that, individually or in the aggregate, hold at least [●]% of the then-outstanding Registrable Securities (the "Requesting Holders") may make a written demand to the Company (a "Demand Notice") for the registration under the Securities Act of all or any portion of their Registrable Securities (a "Demand Registration"). Each Demand Notice shall specify the approximate number and type of Registrable Securities to be registered and the intended method or methods of distribution thereof (including whether such offering is intended to be an Underwritten Offering). Within five (5) Business Days of receiving a Demand Notice, the Company shall give written notice of such Demand Registration to all other Holders of Registrable Securities. Each such other Holder of Registrable Securities shall have the right to request inclusion of its Registrable Securities in such Demand Registration by delivering written notice to the Company within ten (10) Business Days after receipt of the Company's notice.
The Company shall, within [●] days of receiving a Demand Notice, file a Registration Statement on Form S-1 (or, if available, Form S-3) covering the resale of the Registrable Securities specified in the Demand Notice (and any additional Registrable Securities requested to be included by other Holders in accordance with this Section 2.2(a)), and the Company shall use its commercially reasonable efforts to have such Registration Statement declared effective by the Commission as promptly as practicable. The Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective for a period of not less than one hundred eighty (180) days from the date of effectiveness thereof (or such shorter period as shall be necessary to permit the Holders to complete the distribution described in the applicable Registration Statement), subject to the provisions of Section 2.4(a).
Each category of Holder shall be entitled to the following maximum number of Demand Registrations: (i) the Sponsor, individually or together with its Permitted Transferees, shall be entitled to [●] Demand Registrations in the aggregate; (ii) the Target Holders, collectively, shall be entitled to [●] Demand Registrations in the aggregate; and (iii) the PIPE Investors, collectively, shall be entitled to [●] Demand Registrations in the aggregate. For the avoidance of doubt, each category of Holder's Demand Registration rights are separate and independent.
A Demand Registration shall not be counted as one of the permitted Demand Registrations hereunder if:
(i) the Registration Statement filed in connection with such Demand Registration is not declared effective by the Commission within [●] days after the date of filing thereof;
(ii) the Registration Statement filed in connection with such Demand Registration is declared effective but is not maintained in effectiveness for the applicable minimum period set forth above (other than during a Suspension Period);
(iii) the Requesting Holders validly withdraw such demand in accordance with Section 2.2(c); or
(iv) the conditions to closing specified in any applicable underwriting agreement are not satisfied or waived (other than by reason of a failure on the part of a Requesting Holder).
(b) Selection of Underwriters.
If the Demand Registration involves an Underwritten Offering, the managing underwriter(s) shall be selected by the Requesting Holder(s) who initiated the Demand Notice (and, if more than one Requesting Holder initiated such Demand Notice, by the Requesting Holder(s) holding the largest number of Registrable Securities to be included in such Demand Registration), subject in each case to the reasonable approval of the Company, which approval shall not be unreasonably withheld, conditioned, or delayed. The Company shall enter into an underwriting agreement in customary form with the managing underwriter(s) so selected and shall take all reasonable actions as are requested by the managing underwriter(s) to expedite or facilitate the disposition of the Registrable Securities.
(c) Withdrawal.  The Requesting Holders may withdraw a demand at any time prior to the effectiveness of the Registration Statement filed in connection with such Demand Registration by providing written notice of withdrawal to the Company and the managing underwriter(s), if any. If all Requesting Holders withdraw from a Demand Registration, such withdrawn demand shall not count against the number of Demand Registrations available to such category of Holders hereunder, unless such withdrawal was not caused by the Company's actions or omissions, in which case such withdrawn demand shall count as one of the permitted Demand Registrations unless the Requesting Holders reimburse the Company for all out-of-pocket Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration.
Section 2.3 — Piggyback Registration Rights
(a) Right to Piggyback.
If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to a public offering of equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities of the Company, for the account of the Company or for the account of any of its securityholders (other than (i) a registration on Form S-4 or Form S-8 (or any successor forms thereto), (ii) a registration filed solely in connection with an exchange offer or any employee benefit plan, or (iii) a registration pursuant to Section 2.1 or Section 2.2 hereof), the Company shall give written notice of such proposed registration (the "Piggyback Notice") to all Holders of Registrable Securities no later than [●] Business Days prior to the anticipated filing date of such Registration Statement. Each Holder shall have the right to request inclusion of all or any portion of its Registrable Securities in such registration (a "Piggyback Registration") by delivering written notice to the Company (a "Piggyback Request") within [●] Business Days after receipt of the Piggyback Notice, specifying the number of Registrable Securities such Holder desires to include. The Company shall use its commercially reasonable efforts to include in such Registration Statement all Registrable Securities requested to be included therein by the Holders, subject to the provisions of Section 2.3(b).
(b) Cutback / Priority Provisions.
If the managing underwriter(s) for any Underwritten Offering advise the Company in writing that, in their good faith opinion, the total number of securities (including Registrable Securities) that the Company and the Holders and any other Persons intend to include in such offering exceeds the number of securities that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of the securities offered or the market for the securities offered (such maximum number, the "Maximum Number of Securities"), then the Company shall include in such registration and offering the number of securities that is equal to the Maximum Number of Securities, allocated among the Persons requesting inclusion as follows:
In the case of a Company-Initiated Offering (i.e., an offering initiated by the Company for its own account):
(i) first, the securities that the Company proposes to sell for its own account;
(ii) second, the Registrable Securities of the Holders who have requested to participate in such registration pursuant to this Section 2.3, allocated on a pro rata basis among all such requesting Holders based on the number of Registrable Securities each such Holder has requested to be included in such registration (or, if such pro rata allocation would result in any Holder receiving more than the number of Registrable Securities such Holder requested to include, then the Registrable Securities of such Holder shall be limited to the number requested, and the remaining portion of the Maximum Number of Securities shall be reallocated on a pro rata basis among the remaining requesting Holders); and
(iii) third, any other securities requested to be included in such registration by any other Person having contractual rights to include securities in such registration.
In the case of a Holder-Initiated Offering (i.e., a Demand Registration or Underwritten Shelf Takedown):
(i) first, the Registrable Securities of the Requesting Holder(s) who initiated the demand or Shelf Takedown Request, as applicable;
(ii) second, the Registrable Securities of all other Holders who have requested to include their Registrable Securities in such registration or offering, allocated on a pro rata basis among such other Holders based on the number of Registrable Securities each such Holder has requested to be included (or, if such pro rata allocation would result in any Holder receiving more than the number of Registrable Securities such Holder requested to include, then the Registrable Securities of such Holder shall be limited to the number requested, and the remaining portion of the Maximum Number of Securities shall be reallocated on a pro rata basis among the remaining requesting Holders);
(iii) third, securities that the Company proposes to sell for its own account; and
(iv) fourth, any other securities requested to be included in such registration by any other Person having contractual rights to include securities in such registration.
No Piggyback Registration or cutback pursuant to this Section 2.3(b) shall operate to reduce the amount of Registrable Securities of a Requesting Holder included in a Holder-Initiated Offering below [●]% of the total number of securities included in such offering.
(c) Withdrawal from Piggyback.
Any Holder that has submitted a Piggyback Request may withdraw all or any portion of its Registrable Securities from such Piggyback Registration at any time prior to the pricing of such offering by providing written notice of withdrawal to the Company and the managing underwriter(s), if any. Such withdrawal shall not affect such Holder's right to request inclusion of its Registrable Securities in any subsequent Piggyback Registration in accordance with this Section 2.3.
(d) No Obligation to Proceed.
The Company shall have no obligation to proceed with any proposed registration that would give rise to Piggyback Registration rights under this Section 2.3. The Company may, in its sole discretion, withdraw or abandon such registration at any time and for any reason (including, without limitation, if the managing underwriter(s) advise the Company that the offering would not be successful). Such withdrawal or abandonment shall not give rise to any claim or liability on the part of the Company to any Holder that submitted a Piggyback Request with respect to such registration, nor shall any such withdrawal or abandonment prejudice such Holder's right to participate in any future Piggyback Registration in accordance with this Section 2.3.
Section 2.4 — Restrictions on Registration Rights
(a) Suspension / Blackout Periods.
Notwithstanding anything to the contrary in this Article II, the Company may, upon the delivery of written notice (a "Suspension Notice") to all Holders of Registrable Securities, suspend the use of any Registration Statement (including the Resale Shelf Registration Statement) and the related Prospectus for a period not to exceed [●] consecutive days in any twelve (12)-month period, and not more than [●] times in any twelve (12)-month period (each such period, a "Suspension Period"), if the Board determines in good faith, upon the advice of outside legal counsel, that the filing, initial effectiveness, or continued use of such Registration Statement or the offer or sale of Registrable Securities pursuant thereto would require Adverse Disclosure. Each Suspension Notice shall contain a statement of the general reasons for the suspension (to the extent permissible without constituting an Adverse Disclosure) and an approximation of the anticipated length of the Suspension Period.
Upon receipt of a Suspension Notice, each Holder shall immediately discontinue the disposition of Registrable Securities pursuant to the applicable Registration Statement and Prospectus until such Holder receives written notice from the Company that the Suspension Period has ended and that the use of the applicable Prospectus may be resumed (the "Resumption Notice"). The Company shall provide a Resumption Notice to each Holder promptly following the conclusion of each Suspension Period. If so directed by the Company, each Holder shall deliver to the Company (at the Company's expense) all copies of the Prospectus then in such Holder's possession that is subject to the Suspension Period.
During any Suspension Period, the Company shall not register any of its own securities for sale to the public (other than pursuant to a Registration Statement on Form S-4 or Form S-8 or any successor forms thereto, or in connection with a registration statement filed in connection with an exchange offer or any employee benefit plan), and the Company shall not be permitted to require any Holder to agree to any "market stand-off" or similar restriction during a Suspension Period.
The Effectiveness Period of any Registration Statement shall be extended by the aggregate number of days of all Suspension Periods occurring during such Effectiveness Period.
(b) Lock-Up Limitations.
Notwithstanding anything to the contrary in this Agreement, the registration rights granted hereunder are subject to any applicable Lock-Up Period. No Holder shall be entitled to sell, transfer, or otherwise dispose of any Registrable Securities pursuant to a Registration Statement if such sale, transfer, or disposition would violate such Holder's Lock-Up Agreement or any other applicable contractual restriction on transfer. For the avoidance of doubt, this Section 2.4(b) does not prevent the Company from filing a Registration Statement, or the Commission from declaring a Registration Statement effective, during a Lock-Up Period; it shall only restrict the actual sale or other disposition of Registrable Securities pursuant to such Registration Statement during the applicable restricted period. Upon the expiration or termination of a Holder's Lock-Up Period, such Holder shall be immediately entitled to sell Registrable Securities pursuant to any then-effective Registration Statement covering such securities.
(c) Market Stand-Off / Holdback Agreement.
Each Holder agrees that, in connection with any Underwritten Offering in which such Holder's Registrable Securities are included, such Holder shall not effect any public sale or distribution of Common Stock (or any securities convertible into, or exercisable or exchangeable for, Common Stock), including any sale pursuant to Rule 144, during the period commencing [●] days prior to the expected date of pricing of such Underwritten Offering and ending [●] days after the date of pricing of such Underwritten Offering (or such shorter period as the managing underwriter(s) may require), except as part of such Underwritten Offering, unless the managing underwriter(s) otherwise agree in writing. Each Holder further agrees to execute any agreement reflecting the foregoing as may be reasonably requested by the managing underwriter(s) at the time of such Underwritten Offering.
The Company agrees that, in connection with any Underwritten Offering by a Holder pursuant to this Agreement, the Company shall not effect any public sale or distribution of its equity securities (or any securities convertible into, or exercisable or exchangeable for, equity securities of the Company) during the period commencing [●] days prior to the expected date of pricing of such Underwritten Offering and ending [●] days after the date of pricing of such Underwritten Offering, except for (i) issuances pursuant to employee equity incentive plans, employee stock purchase plans, or similar plans in effect on the date hereof or as thereafter adopted, (ii) issuances of securities as consideration in bona fide acquisition transactions, (iii) issuances of securities pursuant to any conversion, exchange, or exercise of any securities outstanding on the date such holdback period commences, or (iv) issuances otherwise agreed to in writing by the managing underwriter(s).
The Company shall use its commercially reasonable efforts to cause each of its directors, executive officers, and holders of [●]% or more of the outstanding shares of Common Stock to execute and deliver a customary holdback agreement consistent with the foregoing provisions for the same period applicable to the Holders in connection with any such Underwritten Offering.
ARTICLE III — REGISTRATION PROCEDURES
Section 3.1 — Company Obligations
In connection with any Registration Statement filed or to be filed by the Company pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and the sale of Registrable Securities in accordance with the intended method of distribution thereof, and pursuant thereto the Company shall:
(a) Prepare and file with the Commission a Registration Statement with respect to such Registrable Securities, and use its commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable; prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to (i) keep such Registration Statement effective for the applicable Effectiveness Period, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement, and (iii) respond to any comments received from the Commission with respect to such Registration Statement.
(b) Furnish to each participating Holder and the managing underwriter(s), if any, without charge, at least [●] Business Days before filing with the Commission, copies of the Registration Statement as proposed to be filed and each amendment or supplement thereto (excluding any document that is incorporated by reference), and thereafter furnish such Holders and underwriters with such number of copies of such Registration Statement, each amendment and supplement thereto, and each Prospectus included therein (including each preliminary prospectus) as such Holder or underwriter may reasonably request. The Company shall give good faith consideration to any comments timely received from such participating Holders and underwriters with respect to any such documents.
(c) Promptly notify each participating Holder and the managing underwriter(s), if any, and (if requested by any such Person) confirm such notice in writing:
(i) when the Registration Statement, any pre-effective amendment, any post-effective amendment, or any supplement to the Prospectus has been filed with the Commission and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective under the Securities Act;
(ii) of any request by the Commission or any state securities authority for amendments or supplements to the Registration Statement or the Prospectus, or for additional information;
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or the initiation or threatening of any proceedings for such purpose;
(iv) of the receipt by the Company of any written notification from the Commission of the suspension of the qualification of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;
(v) of the occurrence of any event or the existence of any facts that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, such Registration Statement does not contain an untrue statement of a material fact, and the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (which notice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made); and
(vi) of any determination by the Company that a post-effective amendment to the Registration Statement is necessary or advisable.
(d) Use its commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the Registration Statement, and if any such stop order or other order is issued, use its commercially reasonable efforts to obtain the withdrawal or vacation of such stop order or other order as promptly as practicable and promptly notify each participating Holder of the withdrawal or vacation of any such order.
(e) Furnish to each participating Holder, without charge, such number of copies of the Prospectus (including each preliminary prospectus) and any supplement thereto as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities held by such Holder that are covered by such Registration Statement. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the participating Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, subject to the provisions of Section 2.4(a).
(f) Use its commercially reasonable efforts to register or qualify, or cooperate with the participating Holders, the managing underwriter(s), if any, and their respective counsel, in connection with the registration or qualification (or exemption from such registration or qualification) of the Registrable Securities covered by the applicable Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as any participating Holder or managing underwriter may reasonably request, and do any and all other acts or things reasonably necessary or advisable to permit the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) subject itself to taxation in any such jurisdiction where it is not then so subject, or (iii) consent to general service of process in any such jurisdiction.
(g) Cooperate with the participating Holders to facilitate the timely preparation and delivery of certificates or book-entry positions representing the Registrable Securities to be delivered to a transferee pursuant to the applicable Registration Statement, which certificates or book-entry positions shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, any state securities or "blue sky" laws, or any other applicable law, and to enable such Registrable Securities to be in such denominations and registered in such names as any participating Holder may request at least two (2) Business Days prior to any sale of Registrable Securities. The Company shall cooperate with the participating Holders to cause the Company's transfer agent to remove any such restrictive legends from any Registrable Securities sold or to be sold pursuant to an effective Registration Statement, including, without limitation, by delivering any legal opinions, officer certificates, or other documents or instruments as may reasonably be requested by the transfer agent in connection therewith.
(h) Cause all Registrable Securities covered by any Registration Statement to be listed on each securities exchange or quotation system on which identical securities issued by the Company are then listed or quoted, and take all customary actions as may be required by the rules of such securities exchange or quotation system in connection therewith.
(i) Provide and maintain a transfer agent and registrar for all Registrable Securities covered by any Registration Statement from and after a date not later than the effective date of such Registration Statement.
(j) In connection with any Underwritten Offering:
(i) enter into and perform its obligations under an underwriting agreement in customary form, including customary representations, warranties, covenants, and indemnification and contribution obligations;
(ii) cause the Company's senior management (including, at a minimum, the chief executive officer and the chief financial officer of the Company or their equivalents) to participate in customary "road show" presentations and investor meetings as may be reasonably requested by the managing underwriter(s) and the Holders participating in such Underwritten Offering, for a duration not to exceed [●] Business Days (provided that such participation shall be scheduled to minimize disruption to the Company's business);
(iii) use its commercially reasonable efforts to furnish to the managing underwriter(s), on the date of the closing of such Underwritten Offering, (A) an opinion and negative assurance letter from counsel to the Company, dated the date of the closing of such Underwritten Offering, in customary form and substance and covering such matters as are customarily covered by such opinions and negative assurance letters in connection with underwritten offerings of equity securities, and (B) a "comfort letter" from the Company's independent registered public accounting firm, dated the date of the closing of such Underwritten Offering (with an update to such date), in customary form and substance and covering such matters as are customarily covered by such comfort letters in connection with underwritten offerings of equity securities; and
(iv) deliver such customary certificates, documents, and instruments, including officers' certificates signed by the chief executive officer and the chief financial officer (or equivalents) of the Company, as may be reasonably requested by the managing underwriter(s) to evidence the Company's satisfaction of any conditions contained in the underwriting agreement.
(k) Use its commercially reasonable efforts to cause the Registrable Securities covered by any Registration Statement to be registered with or approved by such other governmental agencies, authorities, or self-regulatory organizations as may be necessary to enable the participating Holders to consummate the disposition of such Registrable Securities, subject to the proviso in subsection (f) above.
(l) Make available for inspection by any participating Holder, any managing underwriter participating in the offering, and any counsel, accountant, or other agent retained by such Holder or underwriter (collectively, "Inspectors"), during normal business hours and upon reasonable prior notice, all financial and other records, pertinent corporate documents, and properties of the Company and its subsidiaries as may be reasonably requested by such Inspector, and cause the Company's officers, directors, employees, and independent registered public accounting firm to supply all information reasonably requested by any such Inspector in connection with the applicable Registration Statement; provided that each such Inspector shall execute a customary confidentiality agreement in form and substance reasonably satisfactory to the Company prior to gaining access to any such records or information, and such inspection rights shall be exercised in a manner that does not unreasonably interfere with the conduct of the Company's business.
Section 3.2 — Holder Obligations
Each Holder of Registrable Securities participating in any registration hereunder shall:
(a) Furnish to the Company in writing such information regarding such Holder and the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing and as shall be reasonably required by applicable law, the Commission, or any state securities authority for use in connection with any Registration Statement or Prospectus, and the Company shall not be required to include such Holder's Registrable Securities in any Registration Statement if such Holder fails to furnish such information within a reasonable time after receiving such request. Each Holder agrees that, if such Holder becomes aware that any of the information furnished by such Holder to the Company is inaccurate or incomplete in any material respect, such Holder shall promptly notify the Company in writing of such inaccuracy or incompleteness.
(b) Not use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed.
(c) Cooperate in good faith with the Company in the preparation and filing of any Registration Statement and any related filings as reasonably requested by the Company, including by timely executing and delivering all questionnaires, powers of attorney, and other documents reasonably required by the Company in connection therewith.
(d) Upon receipt of any Suspension Notice from the Company pursuant to Section 2.4(a), or any notice from the Company of the occurrence of any event described in Section 3.1(c)(v), immediately discontinue the disposition of Registrable Securities pursuant to the applicable Registration Statement and Prospectus until such Holder receives a Resumption Notice from the Company advising that the Prospectus has been supplemented or amended or the Suspension Period has ended, as applicable. If so directed by the Company in writing, each such Holder shall deliver to the Company (at the Company's expense) all copies of the then-current Prospectus in such Holder's possession or control that is subject to such suspension or event.
(e) Not sell, transfer, or otherwise dispose of Registrable Securities pursuant to any Registration Statement in a manner inconsistent with the plan of distribution described in the applicable Registration Statement or Prospectus.
It is understood and agreed that the Company's obligations under this Agreement with respect to any Holder shall be conditioned upon such Holder's compliance with the foregoing obligations. The failure of any Holder to comply with this Section 3.2 shall not affect the obligations of the Company with respect to any other Holder that has complied with this Section 3.2.
ARTICLE IV — INDEMNIFICATION AND CONTRIBUTION
Section 4.1 — Indemnification by the Company
The Company agrees to indemnify, defend, and hold harmless, to the fullest extent permitted by applicable law, each Holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, and each of such Holder's officers, directors, managers, members, partners, stockholders, agents, and representatives, and each Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, managers, members, partners, stockholders, agents, and representatives of each such controlling Person (each, an "Indemnified Holder Party"), from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees and disbursements and costs of investigation and litigation) (collectively, "Losses") arising out of, based upon, or resulting from:
(a) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any amendment or supplement thereto (including any document incorporated by reference therein), any Prospectus or any amendment or supplement thereto (including any document incorporated by reference therein), any issuer free writ

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

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