Exhibit 10.4


 


AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 5, 2021,
by and among Motion Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed
under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS,
certain Investors and the Company are party to that certain Registration Rights Agreement, dated as of October 14, 2020 (the “Original
Registration Rights Agreement”)


 


WHEREAS,
the Company entered into that certain Merger Agreement, dated as of March 8, 2021, by and among the Company, Motion Merger Sub Corp.,
a Delaware corporation and wholly-owned subsidiary of the Company, and Ambulnz, Inc., a Delaware corporation (the “Merger
Agreement”); and


 


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


 


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


 


1. DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Ambulnz
Holder” is defined in Section 6.2.3.


 


“Ambulnz
Permitted Transferee” is defined in Section 6.2.3.


 


“Block
Trade” is defined in Section 2.4.


 


“Block
Trade Notice” is defined in Section 2.4.


 


“Block
Trade Offer Notice” is defined in Section 2.4.


 


“Business
Day” means any calendar day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required to close.


 


“Closing”
has the meaning given in the Merger Agreement.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 






     


     


    

 


“Form S-3”
is defined in Section 2.3.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Insider
Letter Agreement” means that Letter Agreement, by and among the Company, the Motion Holder and the officers and directors
of the Company, dated October 14, 2020.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


“Maximum
Number of Shares” is defined in Section 2.1.4.


 


“Merger
Agreement” is defined in the Recitals.


 


“Motion
Holder” is defined in Section 6.2.2.


 


“Motion
Permitted Transferee” is defined in Section 6.2.2.


 


“Notices”
is defined in Section 6.3.


 


“Original
Registration Rights Agreement” is defined in the Recitals.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“Pro
Rata” is defined in Section 2.1.4.


 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement 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.


 


“Registrable
Securities” means (a) any outstanding shares of Common Stock or any other equity security (including the Warrants and
shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by an Investor immediately
following the Closing or distributable to an Investor pursuant to the Merger Agreement, (b) any outstanding shares of Common Stock or
any other equity security (including the Warrants and shares of Common Stock issued or issuable upon the exercise of any other equity
security) of the Company acquired by an Investor following the date hereof to the extent that such securities are “restricted securities”
(as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (c) any other
equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a) or
(b) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization
or similar transaction. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (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; (b) such securities shall
have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 under the Securities Act
without volume limitations.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or
Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for
securities or assets of another entity).


 






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“Rule
144” is defined in Section 3.6.


 


“Seller
Lock-Up Agreement” means that agreement by and among the Company, Ambunlz, Inc., and certain holders of securities of Ambulnz,
Inc., dated March 8, 2021.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Underwriter”
means 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.


 


 “Warrants”
means the warrants of the Company with each whole warrant entitling the holder to purchase one share of Common Stock.


 


2. REGISTRATION
RIGHTS.


 


2.1 Demand
Registration.


 


2.1.1. Request
for Registration. At any time and from time to time on or after the Closing, an Investor may make a written demand for registration
under the Securities Act of all or part of the Investor’s Registrable Securities (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will within five (5) Business Days of the Company’s receipt of the Demand Registration
notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion
of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities
in such registration, a “Demanding Holder”) shall so notify the Company within five (5) Business Days after
the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their
Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1.
The Company shall not be obligated to effect more than an aggregate of five (5) Demand Registrations under this Section 2.1.1
in respect of all Registrable Securities.


 


2.1.2 Effective
Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with
respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable
Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental
agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective,
unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a
second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.1.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of
their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering, including any bought deal or block sale to a financial institution conducted as an underwritten
offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon
such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall
enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of
the holders initiating the Demand Registration.


 






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2.1.4 Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good
faith, advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which
the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires
to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number
of shares that can be sold in such 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 shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to
which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such
Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is
referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities
of holders exercising their rights to register their Registrable Securities pursuant to Section 2.2; and (iv) fourth, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock
or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include
all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the
effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of
the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as
a Demand Registration provided for in Section 2.1.


 


2.2 Piggy-Back
Registration.


 


2.2.1 Piggy-Back
Rights. If at any time on or after the Closing, the Company proposes to file a Registration Statement under the Securities Act with
respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into,
equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders
of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection
with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s
existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a
dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than five (5) Business Days before the anticipated filing date, which notice
shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name
of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities
in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in
writing within three (3) Business Days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such registration and shall use its best efforts
to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of
Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters
shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 






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2.2.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises
the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the
Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate
written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which
registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company,
exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 


a) If the
registration is undertaken for the Company’s account: (A) the shares of Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities,
as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security
holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account
of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons
and that can be sold without exceeding the Maximum Number of Shares; and


 


b) If the
registration is a “demand” registration undertaken at the demand of persons or entities other than either the holders of Registrable
Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and
(B), collectively the Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been
requested pursuant to the terms hereof, as applicable, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common
Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements
with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


2.2.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4 Unlimited
Piggy-Back Registration Rights. For purposes of clarity, any registration effected pursuant to Section 2.2 hereof shall not be
counted as a registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


23 Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company
register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may
be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect
such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of
the proposed registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes
to include all or a portion of such holder’s Registrable Securities in such registration shall so notify the Company, in writing,
within five (5) Business Days after the receipt by the holder of the notice from the Company, and, as soon as practicable thereafter
but not more than seven (7) Business Days after the Company’s initial receipt of such written request for a registration, effect
the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders
joining in such request; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3:
(i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with
the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities
and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this
Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 






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2.4 
Block Trades. Notwithstanding anything contained in this Section 2, in the event of a sale of Registrable Securities in an underwritten
offering requiring the involvement of the Company but not involving (i) any “road show” or (ii) a lock-up agreement of more
than sixty (60) days to which the Company is a party, and which is commonly known as a “block trade” (a “Block
Trade”), (1) the Demanding Holder, as applicable, shall (i) give at least five (5) Business Days prior notice in writing
(the “Block Trade Notice”) of such transaction to the Company and (ii) identify the potential underwriter(s)
in such notice with contact information for such underwriter(s); and (2) the Company shall cooperate with such requesting Holder or Holders
to the extent it is reasonably able to effect such Block Trade. The Company shall give written notice (the “Block Trade Offer
Notice”) of the proposed Block Trade to all Holders holding Registrable Shares as soon as practicable (but in no event more
than two (2) Business Days following the Company’s receipt of the Block Trade Notice), and such notice shall offer such Holders
the opportunity to participate in such Block Trade by providing written notice of intent to so participate within two (2) Business Days
following receipt of the Block Trade Offer Notice. Any Block Trade shall be for at least $10 million in expected gross proceeds. The Company
shall not be required to effectuate more than two (2) Block Trades in any 90-day period. For the avoidance of doubt, a Block Trade shall
not constitute a Demand Registration. The Holders of at least a majority of the Registrable Securities being sold in any Block Trade shall
select the underwriter(s) to administer such Block Trade; provided that such underwriter(s) shall be reasonably acceptable to the Company.


 


3. REGISTRATION
PROCEDURES.


 


3.1 Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2,
the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing
Registration Statement. The Company shall, as expeditiously as possible and in any event within forty-five (45) days after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof,
and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective
for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration
for up to thirty (30) consecutive days, and any Piggy-Back Registration for such period as may be applicable to deferment of any
demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate
signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company,
it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided
further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more
than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2 Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge
to 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 holders of Registrable Securities included in such registration or legal counsel for any such holders
may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 






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3.1.3 Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn.


 


3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such
filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify
such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the
following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of
the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment;
except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration
Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of
filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company
shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference,
to which such holders or their legal counsel shall object.


 


3.1.5 State
Securities Laws Compliance. The Company shall use its best 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 request 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 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 but for this paragraph or
subject itself to taxation in any such jurisdiction.


 


3.1.6 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in
such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any
representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good
standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational
documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion
in such Registration Statement.


 


3.1.7 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the
Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.


 






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3.1.8 Records.
The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional
retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with
such Registration Statement.


 


3.1.9 Opinions
and Comfort Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed
counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any
comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is
delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10 Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available
to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing.
The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 


3.1.12. Transfer
Agent. The Company shall provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities
no later than the effective date of the registration statement.


 


3.1.13. Misstatements.
The Company shall 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 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 therein in the light of the circumstances under which they were made not
misleading (a “Misstatement”), and then to correct such Misstatement.


 


3.1.14 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $15,000,000, the
Company shall use its 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 any underwritten offering.


 


3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information,
each of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant
to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated
by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is
removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all written copies, other than
permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the
time of receipt of such notice.


 






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3.3 Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1,
any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3,
any Block Trade pursuant to Section 2.4, and all expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees
and fees of any securities exchange on which the Common Stock is then listed; (ii) fees and expenses of compliance with securities
or “blue sky” laws (including fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications
of the Registrable Securities); (iii) fees and expenses related to registration in any non-U.S. jurisdictions, as applicable; (iv) printing,
messenger, telephone and delivery expenses; (v) the Company’s internal expenses (including, without limitation, all salaries
and expenses of its officers and employees); (vi) the fees and expenses incurred in connection with the listing of the Registrable Securities
as required by Section 3.1.11; (vii) Financial Industry Regulatory Authority fees; (viii) fees and disbursements of counsel
for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or
costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (ix) the fees and expenses
of any special experts retained by the Company in connection with such registration; and (x) the fees and expenses of one legal counsel
selected by the holders of a majority-in-interest of the Registrable Securities included in such registration (including the
expenses or costs associated with the delivery of any opinions). The Company shall have no obligation to pay any underwriting discounts
or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling
commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall
bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.


 


3.4 Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with federal and applicable state securities laws.


 


3.5 Suspension
of Sales; Adverse Disclosure. 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 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. If the filing, initial effectiveness or continued use of a registration statement in respect
of any registration at any time would require the Company to make an Adverse Disclosure (as defined below) or would require the inclusion
in such registration statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the holders, delay the filing or initial effectiveness of, or suspend
use of, such registration statement for the shortest period of time, but in no event for more than thirty (30) consecutive days and
on more than two occasions during any 365-day period, determined in good faith by the Company to be necessary for such purpose. In the
event the Company exercises its rights under the preceding sentence, 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. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under
this Section 3.5. “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 principal financial officer of the Company, after consultation
with counsel to the Company, (i) 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, (ii) would not be required to be made at such time if the registration statement were
not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


3.6 Reporting
Obligations. As long as any holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the
Exchange Act, covenants 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. 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 Common Stock held by such
holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 (or any successor provision)
promulgated under the Securities Act (“Rule 144”), including providing any legal opinions. 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.


 






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4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any,
who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses,
losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly
untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company
of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any
legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any
such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case
to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly
untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary
prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing,
by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same
basis as that of the indemnification provided above in this Section 4.1.


 


4.2 Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other
person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained
in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein
or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any
of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such
selling holder.


 


4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the
“Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however,
that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability
which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the
Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes,
jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action,
the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate
counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written advice of counsel of such
Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or
effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been
a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim or proceeding.


 






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4.4 Contribution.


 


4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any
loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 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 the
immediately preceding Section 4.4.1.


 


4.4.3
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4,
no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after
payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities
which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) with respect to any action shall be entitled to contribution in such action from any person who was not guilty
of such fraudulent misrepresentation.


 


4.5 Survival.
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 of such Indemnified Party and shall survive the transfer
of securities.


 


5. UNDERWRITING
AND DISTRIBUTION.


 


5.1 Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act
and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time
to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.


 






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6. MISCELLANEOUS.


 


6.1 Other
Registration Rights. The Company represents and warrants that no person, other than the holders of the Registrable Securities, has
any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s
capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account
of any other person. 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.


 


6.2 Assignment;
No Third Party Beneficiaries.


 


6.2.1
General. 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. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of
the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder
of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other
than as expressly set forth in Article 4 and this Section 6.2.


 


6.2.2
Motion Transfer Restrictions. Prior to the expiration of the lockup restrictions provided in the Insider Letter Agreement with
respect to those (i) Private Warrants (as defined in the Insider Letter Agreement) and (ii) shares of Class B common stock, par value
$0.0001 per share, of the Company held by Motion Acquisition LLC (the “Motion Holder”) that were converted to Common
Stock pursuant to the terms of the Merger Agreement, Motion Holder may not assign or delegate any of its rights, duties or obligations
under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities in accordance with Section 6(a)
or 6(c) of the Insider Letter Agreement (a “Motion Permitted Transferee”), provided that such Motion Permitted Transferee
agrees in writing to become bound by the transfer restrictions set forth in this Agreement.


 


6.2.3
Ambulnz Transfer Restrictions. Prior to the expiration of the lockup restrictions provided in the Seller Lock-Up Agreement with
respect to those shares of Common Stock issued pursuant to the terms of the Merger Agreement to those Investors signatories hereto, other
than the Motion Holder, as of the date of this Agreement (the “Ambulnz Holders”), the Ambulnz Holders may not assign
or delegate any of its rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of
Registrable Securities in accordance with Section 1(a) of the Seller Lock-Up Agreement (an “Ambulnz Permitted Transferee”),
provided that such Ambulnz Permitted Transferee agrees in writing to become bound by the transfer restrictions set forth in this Agreement.


 


6.3 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required
or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery or email , addressed as set forth below,
or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date
of service or transmission if personally served or transmitted by email; provided, that if such service or transmission is not on a Business
Say or is after normal business hours, then such notice shall be deemed given on the next Business Day. Notice otherwise sent as provided
herein shall be deemed given on the next Business Day following timely delivery of such notice to a reputable air courier service with
an order for next-day delivery.


 






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To the Company:


Ambulnz, Inc.


35
West 35th Street, 6th Floor


New
York, NY 10001


Attention:
Stan Vashovsky


Email:
stan@ambulnz.com


 


with a copy to:


 


Gibson,
Dunn & Crutcher LLP


200
Park Avenue


New
York, NY 10166


		Attention:	George Stamas



William
Sorabella


Evan
M. D’Amico


		Email:	gstamas@gibsondunn.com



wsorabella@gibsondunn.com


edamico@gibsondunn.com


 


To an Investor,
to the address or email set forth below such Investor’s name on Exhibit A hereto.


 


6.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall
constitute valid and sufficient delivery thereof.


 


6.6 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.7 Modifications
and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing
by such party.


 


6.8 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.


 


6.9 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided
that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 






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6.10 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under
this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity
or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of
any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to
take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power
or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.11 Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New
York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other jurisdiction. The Company irrevocably submits to the nonexclusive
jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit,
action or proceeding arising out of or relating to this Agreement. The Company irrevocably waives, to the fullest extent permitted by
law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a
court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.


 


6.12 Waiver
of Trial by Jury. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM
OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the
date first written above.


 


	 	COMPANY:
	 	 	 
	 	MOTION ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Michael Burdiek
	 	 	Name: Michael Burdiek
	 	 	Title: Chief Executive Officer 
	 	 	 
	 	
    INVESTORS:

	 	 	 
	 	MOTION ACQUISITION LLC
	 	 	 
	 	By:	/s/ Rick Vitelle
	 	 	Name: Rick Vitelle
	 	 	Title: Managing Member
	 	 	 
	 	Stan Vashovsky
	 	 	 
	 	By:	/s/ Stan Vashovsky


  


[Signature Page to Amended and Restated Registration
Rights Agreement]


 




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EXHIBIT A


 


	Investor Name	 	Address
	Motion Acquisition LLC	 	Motion Acquisition LLC
	 	 	c/o Graubard Miller
		 	
    405 Lexington Avenue

    

    

	 	 	New York, New York 10174
	 	 	Email: rvitelle@motionacquisition.com
	 	 	 
	Stan Vashovsky	 	763 Raleigh Street
	 	 	Woodmere NY 11598
	 	 	Email: stan@ambulnz.com


 


 


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