Exhibit 10.13


 


AMENDED AND RESTATED

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●],
2021, is made and entered into by and among Transfix Holdings, Inc., a Delaware corporation (the “Company”),
G Squared Ascend Management I, LLC, a Cayman Islands limited liability company (the “Sponsor”), Thomas Evans,
Heather Hasson, Lauri Shanahan, Johan Bergqvist, Kenneth Hahn, Mike Linton, John McAteer, Ilan Nissan, Steve Papa and William Tanona
(the “Director Holders”), and certain former stockholders of Transfix, Inc., a Delaware corporation (“Transfix”),
set forth on Schedule 1 hereto (such stockholders, the “Transfix Holders”, the Sponsor and the Director Holders
and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10
of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used
but not otherwise defined herein shall have the meanings provided in the Business Combination Agreement (as defined below).


 


RECITALS


 


WHEREAS,
the Company, the Sponsor and the Director Holders are party to that certain Registration and Stockholder Rights Agreement, dated as of
February 4, 2021 (the “Original RRA”);


 


WHEREAS,
the Company has entered into that certain Business Combination Agreement, dated as of September 20, 2021 (as may be amended or supplemented
from time to time, the “Business Combination Agreement”), among G Squared Ascend I Inc., a Cayman Islands exempted
company (“SPAC”), Horizon Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of SPAC
(“Merger Sub”), and Transfix, pursuant to which, among other things, (i) SPAC will change its jurisdiction
of incorporation from Cayman Islands to the State of Delaware, (ii) SPAC will merge with and into the Company (the “Initial
Merger”), with the Company surviving the Initial Merger and becoming the sole owner of Merger Sub, and (iii) Merger
Sub will merge with and into Transfix (the “Acquisition Merger”), with Transfix surviving the Acquisition Merger
as a wholly owned subsidiary of the Company, in each case, on the terms and subject to the conditions set forth in the Business Combination
Agreement;


 


WHEREAS,
on the date hereof, pursuant to the Business Combination Agreement, the Holders received shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”);


 


WHEREAS,
pursuant to the Private Placement, the Sponsor and NEA purchased an aggregate of [●] shares of Common Stock (the “Investor
Shares”) in a transaction exempt from registration under the Securities Act pursuant to the respective Forward Purchase
Agreements, each dated as of September 20, 2021, entered into by and between the Company and each of the Sponsor and NEA (each,
a “Forward Purchase Agreement” and, collectively, the “Forward Purchase Agreements”);


 


WHEREAS,
pursuant to Section 6.8 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or
modified upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority in interest
of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor and the Director Holders are
Holders in the aggregate of all of the Registrable Securities as of the date hereof; and


 






    


     


    

 


WHEREAS,
the Company, the Sponsor and the Director Holders desire to amend and restate the Original RRA in its entirety and enter into this Agreement,
pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company,
as set forth in this Agreement, and terminate the Original RRA.


 


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


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


“Additional
Holder” shall have the meaning given in Section 6.10.


 


“Additional
Holder Common Stock” shall have the meaning given in Section 6.10.


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment
of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used,
as the case may be, and (c) the Company has a bona fide business purpose for not making such information public and such disclosure
(i) would be reasonably likely to have an adverse impact on the Company, (ii) could reasonably be expected to have a material
adverse effect on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization
or similar transaction or (iii) relates to information the accuracy of which has yet to be determined by the Company or which is
the subject of an ongoing investigation or inquiry; provided that the Company takes all reasonable action as necessary to promptly make
such determination and conclude such investigation or inquiry.


 


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


 


“Block
Trade” shall have the meaning given in Section 2.4.1.


 






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“Board”
shall mean the Board of Directors of the Company.


 


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


 


“Bylaws”
shall mean the Bylaws of the Company, dated as of the date hereof.


 


“Closing”
shall have the meaning given in the Business Combination Agreement.


 


“Closing
Date” shall have the meaning given in the Business Combination Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Demanding
Holder” shall have the meaning given in Section 2.1.4.


 


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


 


“EDGAR”
shall have the meaning given in Section 3.1.3.


 


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


 


“Form S-1
Shelf” shall have the meaning given in Section 2.1.1.


 


“Form S-3
Shelf” shall have the meaning given in Section 2.1.1.


 


“Forward
Purchase Agreement” shall have the meaning given in the Preamble hereto.


 


“Holder
Information” shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


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


 


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


 


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


 


“Joinder”
shall have the meaning given in Section 6.10.


 


“Maximum
Number of Securities” shall have the meaning given in Section 2.1.5.


 


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


 






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


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 


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


 


“Original
RRA” shall have the meaning given in the Recitals hereto.


 


“Other Coordinated
Offering” shall have the meaning given in Section 2.4.1.


 


“Permitted Transferees”
shall mean (a) with respect to the Sponsor and its respective Permitted Transferees, (i) prior to the expiration of the lock-up
pursuant to Section 5 of the Sponsor Support Agreement (the “Sponsor Lock-Up Period”), any person or entity
to whom such Holder is permitted to transfer Registrable Securities prior to the expiration of such lock-up pursuant to Section 5
of the Sponsor Support Agreement and (ii) after the expiration of the Sponsor Lock-Up Period, any person or entity to whom such
Holder is permitted to transfer Registrable Securities, subject to and in accordance with any applicable agreement between such Holder
and/or their respective Permitted Transferees and the Company and any transferee thereafter; (b) with respect to the Transfix Holders
and their respective Permitted Transferees, (i) prior to the expiration of the Lock-Up Period (as defined in the Bylaws), any person
or entity to whom such Holder is permitted to transfer Registrable Securities prior to the expiration of the Lock-Up Period pursuant
to Section 7.12 of Article VII of the Bylaws and (ii) after the expiration of the Lock-Up Period, any person or entity
to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement
between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter; and (c) with respect
to all other Holders and their respective Permitted Transferees, any person or entity to whom such Holder of Registrable Securities is
permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or
their respective Permitted Transferees and the Company and any transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in Section 2.2.1.


 


“Plan of Distribution”
shall have the meaning given in Section 2.1.1


 


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


 


“Registrable
Security” shall mean (a) any outstanding shares of Common Stock and any other equity security (including shares of
Common Stock issued or issuable upon the exercise or conversion of any other Equity Interest of the Company) of the Company held by a
Holder immediately following the Acquisition Merger Effective Time (including any Equity Securities of the Company issuable, directly
or indirectly, pursuant to the Business Combination Agreement, the Private Placement or the Sponsor Private Placement), (b) any
outstanding shares of Common Stock or any other Equity Security (including warrants to purchase shares of Common Stock and shares of
Common Stock issued or issuable upon the exercise or conversion of any other equity security) of the Company acquired by a Holder following
the date hereof to the extent that such Equity Securities are “restricted securities” (as defined in Rule 144) or are
otherwise held by an “affiliate” (as defined in Rule 144) of the Company, (c) any Additional Holder Common Stock,
and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced
in clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger,
consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable
Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with
respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) such securities
shall have been transferred by a Holder (other than to a Permitted Transferee), new certificates for such securities not bearing a legend
restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not
require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities
have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 145 promulgated under the
Securities Act or any successor rules promulgated under the Securities Act and (E) such securities have been sold to, or through,
a broker, dealer or underwriter in a public distribution or other public securities transaction.


 






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“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective.


 


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


 


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


 


(B)         fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities and the fees and expenses of any “qualified independent underwriter”
as such term is defined in FINRA Rule 5121);


 


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


 


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


 


(E)         reasonable
fees and disbursements of all independent registered public accountants of the Company and any other persons, including special experts,
retained by the Company, incurred specifically in connection with such Registration;


 






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(F)          the
expenses incurred in connection with the preparation, printing and filing of a Registration Statement, any Prospectus and amendments
and supplements thereto and the mailing and delivering of copies thereof to any Holders, underwriters and dealers;


 


(G)          the
expenses incurred in connection with making “road show” presentations and holding meetings with potential investors to facilitate
the sale of Registrable Securities in an Underwritten Offering; and


 


(H)         in
an Underwritten Offering, Block Trade or Other Coordinated Offering, reasonable and documented fees and expenses (not to exceed $75,000
in the aggregate for each Registration) of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders.


 


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


 


“Requesting
Holders” shall have the meaning given in Section 2.1.5.


 


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


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in
accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf
Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including
a Piggyback Registration.


 


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


 


“Sponsor Support
Agreement” shall mean that certain support agreement, dated as of September 20, 2021, by and among the Sponsor, SPAC
and the other parties thereto.


 


“Subsequent
Shelf Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Third-Party
Investor Stockholders” shall have the meaning given in the Recitals hereto.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or
(b).


 






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“Transfix”
shall have the meaning given in the Preamble hereto.


 


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


 


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


 


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


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1.6.


 


ARTICLE II


 


REGISTRATIONS
AND OFFERINGS


 


2.1          Shelf
Registration.


 


2.1.1       Filing.
As soon as practicable but no later than thirty (30) calendar days following the Closing Date, the Company shall submit to or file with
the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”)
or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company
is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of
two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable
efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) sixty
(60) calendar days (or ninety (90) calendar days if the Commission notifies the Company that it will “review” such Shelf
Registration) following the initial filing date thereof and (b) ten (10) business days after the Company is notified (orally
or in writing, whichever is earlier) by the Commission that such Shelf Registration will not be “reviewed” or will not be
subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method
or combination of methods legally available (the “Plan of Distribution”) to, and requested by, any Holder named
therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such
amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available
for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1
Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration
Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3 Shelf. The Company’s
obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4. The Company
shall, if requested by the Holder, use its reasonable best efforts to (i) cause the removal of any restrictive legend related to
compliance with the federal securities laws set forth on the Registrable Securities, (ii) cause its legal counsel to deliver an
opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that removal of
such legends in such circumstances may be effected in compliance under the Securities Act, and (iii) issue Registrable Securities
without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust Company, at the Holder’s
option, within two (2) Business Days of such request, if (A) the Registrable Securities are registered for resale under the
Securities Act, (B) the Registrable Securities may be sold by the Holder without restriction under Rule 144, including without
limitation, any volume and manner of sale restrictions, or (C) the Holder has sold or transferred Registrable Securities pursuant
to the Registration Statement or in compliance with Rule 144. The Company's obligation to remove legends under this Section 2.1.1
may be conditioned upon the Holder providing such representations and documentation (including broker representation letters) as
are reasonably necessary and customarily required in connection with the removal of restrictive legends related to compliance with the
federal securities laws.


 






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2.1.2       Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly
as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable
efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any
order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business
days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause
such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after
the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement
(as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasons issuer (as defined in Rule 405
promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent
Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable
Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable
Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to
use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation
under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.3      Additional
Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not
registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use commercially
reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then
available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the
same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be
subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable
Securities to be so covered twice per calendar year for each of the Sponsor, on the one hand, and the Transfix Holders, on the other
hand.


 






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2.1.4       Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is
on file with the Commission, the Sponsor or a Transfix Holder (any of the Sponsor or a Transfix Holder being in such case, a “Demanding
Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered
pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only
be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the
Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed,
in the aggregate, at least $50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf
Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities
proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right to select
the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to
the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor may
demand not more than two (2) Underwritten Shelf Takedowns and the Transfix Holders may demand not more than three (3) Underwritten
Shelf Takedowns, for an aggregate of not more than five (5) Underwritten Shelf Takedowns pursuant to this Agreement. The Company
shall not be required to effect more than one (1) Underwritten Shelf Takedown during in any six (6) month period. Notwithstanding
anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration
Statement, including a Form S-3, that is then available for such offering.


 


2.1.5       Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the
Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten
Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable
Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common
Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if
any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration
rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the
Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common
Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable
Securities of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based
on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown
and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten
Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i),
the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any)
has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting
Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.


 






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2.1.6      Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw
from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”)
to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided
that the Sponsor or a Transfix Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown
Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor,
the Transfix Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf
Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4,
unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding
Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than
one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that
each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor, a Director
Holder or a Transfix Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence,
such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor, such Director Holder
or such Transfix Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the
Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration
Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.


 


2.2         Piggyback
Registration.


 


2.2.1       Piggyback
Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the
Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or
securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the
account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten
Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto)
(i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on
Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),
(iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan,
(v) a Block Trade or (vi) an Other Coordinated Offering, then the Company shall give written notice of such proposed offering
to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing
date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red
herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount
and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity
to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days
after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2,
the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable,
shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit
the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms
and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s
Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering.


 






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


 


(a)            if
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which
can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their
Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that
each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders
have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested
pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable
Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;


 






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(b)           if
the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity
securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested
be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included
in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or
other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the
shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant
to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities
hereunder, which can be sold without exceeding the Maximum Number of Securities; and


 


(c)           if
the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities
pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities
in the priority set forth in Section 2.1.5.


 


2.2.3       Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten
Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration,
the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration
used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the
Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal
under this Section 2.2.3.


 






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2.2.4       Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected
pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.


 


2.3         Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated
Offering), if requested by the managing Underwriters, each Holder of Registrable Securities that participates and sells Registrable Securities
in such Underwritten Offering (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer
any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement),
without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters)
beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing
Underwriters otherwise agree by written consent. Each such Holder that participates and sells Registrable Securities in such Underwritten
Offering agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the
same terms and conditions as all such Holders that execute a lock-up agreement).


 


2.4          Block
Trades; Other Coordinated Offerings.


 


2.4.1       Notwithstanding
any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an
effective Shelf is on file with the Commission, if a Demanding Holder notifies the Company that such Demanding Holder wishes to engage
in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade”
(a “Block Trade”), or (b) an “at the market” or similar registered offering through a broker,
sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each
case, (x) with a total offering price reasonably expected to exceed $25 million in the aggregate or (y) with respect to all
remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block
Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company
shall, use its commercially reasonable efforts to facilitate as expeditiously as possible, such Block Trade or Other Coordinated Offering
of the Registrable Securities for which such Demanding Holder has requested such offering, without giving any effect to any required
notice periods or delivery of notices to any other Holders; provided, that the Demanding Holders representing a majority of the
Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to
work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate
preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated
Offering.


 


2.4.2       Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents
or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block
Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 






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2.4.3       Notwithstanding
anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated
by a Demanding Holder pursuant to this Agreement.


 


2.4.4       The
Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sales
agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more
reputable nationally recognized investment banks).


 


2.4.5      A
Demanding Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4
in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this
Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.


 


ARTICLE III


 


COMPANY
PROCEDURES


 


3.1         General
Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect
such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and
pursuant thereto the Company shall:


 


3.1.1       prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its
commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement
or have ceased to be Registrable Securities;


 


3.1.2       prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement (provided that such Holders of Registrable Securities may demand that the Company prepare and file with
the Commission not more than two (2) amendments and post-effective amendments to the Registration Statement and supplements to the
Prospectus in any 12 month period) or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with
the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable
Securities;


 






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3.1.3       prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or
furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);


 


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


 


3.1.5       use
commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange on which similar
securities issued by the Company are then listed;


 


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


 


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


 


3.1.8       at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the
Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable
in order to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller
of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be
incorporated by reference therein);


 






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3.1.9       notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;


 


3.1.10     in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent
pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit a representative
of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated
Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or
Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement,
and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative,
Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however,
that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably
satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11     obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject
to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily
covered by “comfort” letters for a transaction of its type as the managing Underwriter may reasonably request, and reasonably
satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12     in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, to the extent
customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company for the purposes of
such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating
Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters;


 






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3.1.13     in
the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in
usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


3.1.14     make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then
in effect), and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms
10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;


 


3.1.15    with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in such Underwritten Offering; and


 


3.1.16     otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter,
broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.


 


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


 


3.3         Requirements
for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder
does not timely provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities
from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that it is necessary
or advisable to effectuate the Registration and such Holder continues thereafter to withhold such information. In addition, no person
or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration
initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities
on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) timely
completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements
and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements.
For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall
not affect the registration of the other Registrable Securities to be included in such Registration.


 






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3.4         Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1       Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall
forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably
practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.


 


3.4.2      Subject
to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement
of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith
judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes
as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving
prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay
or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period
of time determined in good faith by the Company to be necessary for such purpose. Notwithstanding the foregoing, the Company may delay
or suspend continued use of a Registration Statement or Prospectus in respect of a Registration or Underwritten Offering in order to
file and make effective a post-effective amendment to such Registration Statement in connection with filing of the Company’s Annual
Report on Form 10-K, and such suspension shall not be subject to the provisions of Section 3.4.4. In the event the Company
exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice
referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable
Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed,
and in each case maintain the confidentiality of such notice and its contents.


 


3.4.3       Subject
to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated
Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain
the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders
have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly
underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered
offering pursuant to Section 2.1.4 or 2.4.


 






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3.4.4      The
right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more
than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve
(12)-month period.


 


3.5         Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or
15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided
that any documents publicly filed or furnished with the Commission pursuant to EDGAR shall be deemed to have been furnished or delivered
to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any
Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held
by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated
under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such
Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE IV


 


INDEMNIFICATION
AND CONTRIBUTION


 


4.1         Indemnification.


 


4.1.1      The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities
and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’
fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same
are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein.
The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2       In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or
cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted
by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses
(including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue
statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained
in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use
therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders
of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the
net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.


 






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


 


4.1.4      The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such
provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such
Holder’s indemnification is unavailable for any reason.


 






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


 


ARTICLE V


 


MISCELLANEOUS


 


5.1          Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery or electronic mail. Each notice or
communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt
or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed, if to the Company, to: Transfix, Inc., 498 7th Avenue, New York, NY 10018, Attention:
Nicholas Smolansky, General Counsel or by email: nick.smolansky@transfix.com, and, if to the Sponsor, Director Holders and Transfix Holders,
at such Holder’s address or electronic mail address as set forth on Schedule 2, and as to any other Holder (such as a Permitted
Transferee or Additional Holder) at such Holder’s address or electric mail address as set forth in the Company’s books and
records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto,
and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.
Notwithstanding the foregoing, notices given to Holders holding in book-entry form may be given through the facilities of the Depositary.


 






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5.2            Assignment;
No Third Party Beneficiaries.


 


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


 


5.2.2            Subject
to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided
that (1) immediately following such transfer such Registrable Securities remain Registrable Securities, and (2) with respect
to the Sponsor, the Director Holders and the Transfix Holders, the rights hereunder that are personal to such Holders may not be assigned
or delegated in whole or in part, except that (i) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor
to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor, (ii) each of the Director
Holders shall be permitted to transfer its rights hereunder as the Director Holders to one or more affiliates or any direct or indirect
partners, members or equity holders of such Director Holder (it being understood that no such transfer shall reduce or multiply any rights
of such Director Holder or such transferees) and (iii) each of the Transfix Holders shall be permitted to transfer its rights hereunder
as the Transfix Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Transfix Holder
(it being understood that no such transfer shall reduce or multiply any rights of such Transfix Holder or such transferees).


 


5.2.3            This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4            This
Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set
forth in this Agreement and Section 6.2.


 


5.2.5            No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder in the
form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2
shall be null and void.


 


5.3            Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute
the same instrument, but only one of which need be produced. Counterparts may be delivered via facsimile, electronic mail (including
any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as
amended from time to time, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to
have been duly and validly delivered and be valid and effective for all purposes.


 






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5.4            Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE VENUE
FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK


 


5.5            TRIAL
BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.6            Amendments
and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable
Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such
provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing,
any amendment hereto or waiver hereof shall also require the written consent of the Sponsor (provided that at the time of such consent,
the Sponsor holds, in the aggregate, at least two and a half percent (2.5%) of the outstanding shares of Common Stock of the Company);
provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written
consent of each Transfix Holder so long as such Transfix Holder and its respective affiliates hold, in the aggregate, at least five percent
(5%) of the outstanding shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver
hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner
that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course
of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company
in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.
No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or thereunder by such party.


 


5.7            Other
Registration Rights. Other than the Sponsor and Third-Party Investor Stockholders who each have registration rights with respect
to their Investor Shares pursuant to their respective Forward Purchase Agreements, the Company represents and warrants that no person
or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company
for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for
its own account or for the account of any other person or entity. The Company hereby agrees and covenants that it will not grant rights
to register any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are
more favorable, pari passu or senior to those granted to the Holders hereunder without (a) the prior written consent of (i) the
Sponsor, for so long as the Sponsor together with its Permitted Transferees and their respective affiliates hold, in the aggregate, at
least two and a half percent (2.5%) of the outstanding shares of Common Stock of the Company, and (ii) a Transfix Holder, for so
long as such Transfix Holder and its affiliates hold, in the aggregate, Registrable Securities representing at least five percent (5%)
of the outstanding shares of Common Stock of the Company, or (b) granting economically and legally equivalent rights to the Holders
hereunder such that the Holders shall receive the benefit of such more favorable or senior terms and/or conditions. Further, the Company
represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions
and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 






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5.8            Term.
This Agreement shall terminate on the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and (b) with
respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5
and Article IV shall survive any termination.


 


5.9            Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities
held by such Holder in order for the Company to make determinations hereunder.


 


5.10          Additional
Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2 hereof, subject to
the prior written consent of each of the Sponsor (so long as the Sponsor together with its Permitted Transferees and their respective
affiliates hold, in the aggregate, at least two and a half percent (2.5%) of the outstanding shares of Common Stock of the Company) and
each Transfix Holder (in each case, so long as such Transfix Holder and its affiliates hold, in the aggregate, Registrable Securities
representing at least five percent (5%) of the outstanding shares of Common Stock of the Company), the Company may make any person or
entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such person
or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional
Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights
and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of
a Joinder by such Additional Holder, the Common Stock then owned, or underlying any rights then owned, by such Additional Holder (the
 “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein
and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.


 


5.11          Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of
this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in
such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 






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5.12            Entire
Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect
to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing,
the Original RRA shall no longer be of any force or effect.


 


5.13            Adjustments.
If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification,
or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made
in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue
with respect to the Registrable Securities as so changed.


 


[SIGNATURE PAGES FOLLOW]


 






    	 	25	 



     


    

 


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


 


	 	COMPANY:
	 	 	 
	 	[PUBCO]
	 	a Delaware corporation
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:
	 	 	 
	 	HOLDERS:
	 	 	 
	 	G SQUARED ASCEND MANAGEMENT I, LLC
	 	a Cayman Islands limited liability company
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	 Title:
	 	 
	 	 
	 	Thomas Evans
	 	 	 
	 	 
	 	Heather Hasson
	 	 	 
	 	 
	 	Lauri Shanahan
	 	 	 
	 	 
	 	Johan Bergqvist
	 	 	 
	 	 
	 	Kenneth Hahn



 


[Signature Page to
Amended and Restated Registration and Stockholder Rights Agreement]


 






    	 		 



     


    




 


	 	 
	 	Mike Linton
	 	 
	 	 
	 	John McAteer
	 	 
	 	 
	 	Ilan Nissan
	 	 
	 	 
	 	Steve Papa
	 	 
	 	 
	 	William Tanona
	 	 
	 	[TRANSFIX HOLDERS]


 


[Signature Page to
Amended and Restated Registration and Stockholder Rights Agreement]





 









    	 		 



     


    

 


Schedule 1


 


Transfix Holders


 


[TO COME]


 






    	 		 



     


    

 








Exhibit A


 


REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
JOINDER


 


The
undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated
Registration and Stockholder Rights Agreement, dated as of [●], 2021 (as the same may hereafter be amended, the “Registration
and Stockholder Rights Agreement”), among [PUBCO] a Delaware corporation (the “Company”), and
the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration and Stockholder Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration and Stockholder Rights Agreement as a Holder of Registrable
Securities in the same manner as if the undersigned were an original signatory to the Registration and Stockholder Rights Agreement,
and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration and Stockholder
Rights Agreement to the extent provided therein.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
 Its:




 


	 	Address:	 
	 	 
	 	 
	 	 
	 	 



 


	Agreed and
    Accepted as of ____________, 20__	 
	 	 
	[PUBCO]	 
	 	 
	By:	             	 
	Name:	 
	Its: