Exhibit 10.3


 


REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT


 


THIS REGISTRATION AND SHAREHOLDER
RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2021, is made and entered into by and among Green
Visor Financial Technology Acquisition Corp. I., a Cayman Islands exempted company (together with any successor thereof, the “Company”),
Green Visor Capital SPAC I Holdings LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and
the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person
or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of April 27, 2021, pursuant
to which the Sponsor purchased an aggregate of 7,187,500, and now holds an aggregate of 5,002,500 shares, after giving effect to certain
share surrenders occurring on or prior to the date hereof, of the Company’s Class B ordinary shares, par value $0.0001 per
share (the “Founder Shares”) (up to 652,500 of which are subject to forfeiture by the Sponsor depending on the extent
to which the underwriter’s over-allotment option is exercised), 90,000 of which were subsequently transferred to certain of the
Company’s independent directors;


 


WHEREAS,
the Founder Shares are convertible into shares of the Company’s Class A ordinary shares, par value $0.0001 per share (the
 “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and
articles of association;


 


WHEREAS,
on November 8, 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant
to which the Sponsor agreed to purchase an aggregate of 9,355,000 warrants (or up to 10,399,000 warrants if the over-allotment option
in connection with the Company’s initial public offering is exercised in full) (together with the Working Capital Warrants and
Extension Loan Warrants, each as defined below, the “Private Placement Warrants”), in a private placement occurring
simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS,
in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the
Sponsor may loan to the Company funds as the Company may require, of which up to $1,000,000 of such loans may be convertible into warrants
(“Working Capital Warrants”) at a price of $1.00 per warrant;


 


WHEREAS,
in order to extend the period of time to consummate a business combination by an additional three months, the Sponsor (or its designees)
must deposit into the trust account $1,740,000 or $2,001,000 if the over-allotment option is exercised in full, in exchange for a non-interest
bearing, unsecured promissory note, and such loan may be convertible into warrants (“Extension Loan Warrants”), at
a price of $1.00 per warrant;


 






     


     


    

 


WHEREAS,
the Company and the Holders desire to 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.


 


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:


 


“Action”
means any claim, action, suit, audit, examination, assessment, arbitration, mediation, proceeding or investigation, by or before any
Governmental Authority.


 


“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.


 


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


 


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


 


“Business
Combination” shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar
business combination with one or more businesses, involving the Company.


 


“Business
Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions
are generally authorized or required by law or regulation to close in the City of New York, New York.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble; provided, that for purposes of Article IV and Article VI,
the term “Company” shall be deemed to include (x) each of its parent companies, (y) each of its subsidiaries and
(z) each successor of each of the foregoing, in each case, from time to time).


 






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“Demand
Registration” shall have the meaning given in subsection 2.1.1.


 


“Demanding
Holder” shall have the meaning given in subsection 2.1.1.


 


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


 


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


 


“Form S-3”
shall have the meaning given in subsection 2.3.


 


“Founder
Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable
upon conversion thereof.


 


“Founder Shares Lock-up
Period” shall mean, the period before the earliest of (A) one year after the completion of the Company’s initial
business combination and (B) subsequent to the Company’s initial Business Combination, (x) the date on which the closing
price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share
exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right
to exchange their Ordinary Shares for cash, securities or other property.


 


“Governing Documents”
shall mean, the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern
its internal affairs. For example, the “Governing Documents” of a corporation are its memorandum and articles of association
or certificate of incorporation and by-laws, the “Governing Documents” of a limited partnership are its limited partnership
agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating
agreement and certificate of formation.


 


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


 


“Insider Letter”
shall mean that certain letter agreement, dated as of November 8, 2021, by and among the Company, the Sponsor and each of the Company’s
officers, directors and director nominees.


 


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


 


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


 






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“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable
Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, and
pursuant to the Insider Letter and any other applicable agreement between such Holder and the Company, in each case for so long
as such agreements remain in effect, and to any transferee thereafter.


 


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


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of
such Private Placement Warrants or their Permitted Transferees, the Private Placement Warrants and any Ordinary Shares issued
or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private
Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business
Combination.


 


“Private Placement
Warrants” shall have the meaning given in the Recitals hereto.


 


“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) the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the
Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants),
(c) any outstanding Ordinary Share or any other equity security (including, without limitation, the Ordinary Shares issued or issuable
upon the exercise of any other equity security, units comprising Ordinary Shares and warrants, and warrants) of the Company held by a
Holder from time to time, and (d) any other equity security of the Company issued or issuable with respect to any such Ordinary
Share by way of a share dividend or sub-division or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, 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 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 Rule 144 promulgated under the Securities Act (or any successor rule promulgated
by the Commission); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution
or other public securities transaction.


 


“Registration”
shall 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.


 






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


 


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


 


(B)            fees
and expenses of compliance with securities or blue sky laws (including reasonable and documented fees and disbursements of counsel for
the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


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


 


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


 


(E)            reasonable
and documented fees and disbursements of all independent registered public accounting firms of the Company incurred specifically in connection
with such Registration; and


 


(F)           reasonable
and documented fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating
a Demand Registration to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement that covers the 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 material incorporated by reference in such registration statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 


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


 


“Sponsor”
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 Registration”
or “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.


 






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ARTICLE II

REGISTRATIONS


 


2.1            Demand
Registration.


 


2.1.1            Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and
from time to time on or after the date the Company consummates the Business Combination, the Holders of at least 50% in interest of the
then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration
of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included
in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within three (3) Business Days of the Company’s receipt of the Demand Registration, notify, in writing,
all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include
all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder
that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect,
as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand
Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such
Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations
pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided,
however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration
statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities
requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been
sold, in accordance with Section 3.1 of this Agreement.


 


2.1.2            Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if,
after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a
Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any
other governmental agency the Registration Statement with respect to such Registration shall 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 initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that
the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been
previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 






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2.1.3            Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4         Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and 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
Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire
to sell, 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, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding
Holder and Requesting Holder (if any) holds prior to such Underwritten Registration) that can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(i), Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register
pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum
Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities.


 


2.1.5            Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a
Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 






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2.2            Piggyback
Registration.


 


2.1.1            Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, 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, for its own account or for the account of shareholders of the
Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1
hereof), other than a Registration Statement (i) filed in connection with any employee share 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 give written
notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than three (3) Business
Days before the anticipated filing date of such Registration Statement, 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 register the sale of
such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such
written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback 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 by the Holders pursuant to this subsection 2.2.1
to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in
such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this
subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the Company.


 


2.1.2            Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration 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 Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary
Shares, 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, (ii) the Registrable Securities as to which registration has been requested
pursuant to Section 2.2 hereof and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other shareholders of the Company exceeds the Maximum Number of Securities,
then:


 






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(a)            If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, Ordinary
Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (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 subsection 2.2.1 hereof and
Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of
other shareholders of the Company (pro rata based on the respective number of Registrable Securities that each shareholder holds
prior to such Underwritten Registration), which can be sold without exceeding the Maximum Number of Securities;


 


(b)            If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (A) first, Ordinary Shares 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 subsection 2.2.1 and Ordinary Shares or other
equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written
contractual arrangements with such persons or entities (pro rata based on the respective number of Registrable Securities that
each shareholder holds prior to such Underwritten Registration), 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), Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities.


 


2.1.3        Piggyback
Registration Withdrawal. Any Holder of Registrable Securities 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. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 


2.1.4        Unlimited
Piggyback 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.


 






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2.3            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,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission if so requested),
register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that
may be available at such time (“Form S-3”). Within three (3) Business Days of the Company’s receipt
of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly
give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration
on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from
the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such
written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable
Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder
or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however,
that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3
is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity
securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity
securities (if any) at any aggregate price to the public of less than $25,000,000.


 


Any request for an underwritten
offering pursuant to a Form S-3 shall follow the procedures of Section 2.1 (including Section 2.1.4) but
shall not count against the number of long form Demand Registrations that may be made pursuant to Section 2.1.1.


 


2.4            Restrictions
on Registration Rights. If (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 has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause
the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company
and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company
for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.


 






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ARTICLE III

COMPANY PROCEDURES


 


3.1         General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect
the Registration of Registrable Securities, the Company shall use its best 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, as
expeditiously as possible:


 


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
reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold;


 


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 requested by the Holders 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;


 


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 request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


3.1.4         prior
to any public offering of Registrable Securities, 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 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          cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 






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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 reasonable best 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 any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities or its counsel;


 


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 hereof;


 


3.1.10          permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to
participate, at each such person’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, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into
a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any
such information;


 


3.1.11     obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12        on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent 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 Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13       in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 






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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 promulgated thereafter by the Commission);


 


3.1.15        if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, 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; and


 


3.1.16          otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration, including, without limitation, making available senior executives of the Company to participate in any due diligence
sessions that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


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 reasonable and documented fees and expenses of any legal counsel representing the Holders.


 


3.3        Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the
Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be
reasonably required under the terms of such underwriting arrangements.


 


3.4       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 he, she or 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 he, she or 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 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 more than thirty (30) days, 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 3.4.


 






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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 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
Ordinary Shares 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 promulgated thereafter by the Commission), 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.


 


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 and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including reasonable and documented attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained
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 (in the case of any Prospectus
and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same
are caused by or contained in any information 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 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 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 and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and reasonable
and documented expenses (including without limitation reasonable and documented attorneys’ fees) resulting from any untrue statement
of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any
Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, but only to the
extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by 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. The Holders
of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 






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4.1.3            Any
person 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 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, 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 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 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.


 


4.1.5            If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and 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 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 relates to information
supplied by, 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 subsection 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 subsections 4.1.1, 4.1.2 and 4.1.3 above, any
legal or other fees, charges or expenses documented and 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 subsection 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 subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such
fraudulent misrepresentation.


 






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ARTICLE V

SHAREHOLDER RIGHTS


 


5.1     Subject
to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company consummates an
initial Business Combination and for so long as the Sponsor holds any Registrable Securities:


 


5.1.1            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. 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.


 


5.1.2            The
Sponsor shall have the right, but not the obligation, to designate up to three individuals to be appointed or nominated, as the case may
be, for election to the Board (including any successor, each, a “Nominee”) by giving written notice to the Company
on or before the time such information is reasonably requested by the Board or the Nominating Committee of the Board, as applicable, for
inclusion in a proxy statement for a meeting of shareholders provided to the Sponsor.


 


5.1.3            The
Company will, as promptly as practicable, use its best efforts to take all necessary and desirable actions (including, without limitation,
calling special meetings of the Board and the shareholders and recommending, supporting and soliciting proxies) so that there are three
Sponsor Directors serving on the Board at all times.


 


5.1.4            The
Company shall, to the fullest extent permitted by applicable law, use its best efforts to take all actions necessary to ensure that: (i) each
Nominee is included in the Board’s slate of nominees to the shareholders of the Company for each election of Directors; and (ii) each
Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting
of the shareholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement
thereof, and on every action or approval by written consent of the shareholders of the Company or the Board with respect to the election
of members of the Board.


 






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5.1.5            If
a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor Director or for any other reason,
the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable following such
designation, use its best efforts to take all necessary and desirable actions, to the fullest extent permitted by law, within its control
such that such vacancy shall be filled with such successor Nominee.


 


5.1.6            If
a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other
reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and desirable actions
within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or
the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as promptly as practicable
following such designation.


 


5.1.7            As
promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter into an indemnification agreement
with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable, documented
out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf of the Company,
including attending meetings or events attended explicitly on behalf of the Company at the Company’s request.


 


5.1.8            The
Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Board to be reasonable
and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage with respect
to such Sponsor Director; provided that upon removal or resignation of such Sponsor Director for any reason, the Company shall
take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of
not less than six years from any such event in respect of any act or omission occurring at or prior to such event.


 


5.1.9            For
so long as a Sponsor Director serves as a Director of the Company, the Company shall not amend, alter or repeal any right to indemnification
or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent consistent with applicable
law, whether such right is contained in the Company’s memorandum and articles of association, as amended, or another document (except
to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive
basis than permitted prior thereto).


 






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5.1.10            Each
Nominee may, but does not need to qualify as “independent” pursuant to listing standards of The Nasdaq Capital Market (or
such other national securities exchange upon which the Company’s securities are then listed).


 


5.1.11            Any
Nominee will be subject to the Company’s customary due diligence process, including its review of a completed questionnaire and
a background check. Based on the foregoing, the Company may object to any Nominee; provided that (a) it does so in good faith
and (b) such objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or is a named
subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was the subject
of any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently
or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type of
business practice, or (B) engaging in any activity in connection with the purchase or sale of any security or in connection with
any violation of federal or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in clause (ii)(B), or to be associated with persons engaged in such activity,
(iv) such Nominee was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal
or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended
or vacated, or (v) such proposed director was the subject of, or a party to any federal or state judicial or administrative order,
judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to a violation of any federal or state securities
laws or regulations. In the event the Board reasonably finds the Nominee to be unsuitable based upon one or more of the foregoing clauses
(i) through (v) and reasonably objects to the identified director, Sponsor shall be entitled to propose a different nominee
to the Board within thirty (30) calendar days of the Company’s notice to Sponsor of its objection to the Nominee and such replacement
Nominee shall be subject to the review process outlined above.


 


5.1.12            The
Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected to the
board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable, shall
have the right to attend (in person or remotely) any meetings of the board of directors (or similar governing body or committee thereof)
of each subsidiary of the Company.


 






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ARTICLE VI

SHAREHOLDER exculpation and indemnification


 


6.1            Indemnification;
Exculpation.


 


6.1.1            The
Company will indemnify, exonerate and hold the Sponsor and each of its respective direct and indirect partners, equityholders, members,
managers, affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents
and each of the partners, equityholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees
and agents of each of the foregoing (collectively, the “Sponsor Indemnitees”) free and harmless from and against any
and all Actions, liabilities, losses, damages and reasonable and documented costs and out-of-pocket expenses in connection therewith (including
reasonable and documented attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them (collectively, the “Indemnified
Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, a Business Combination
and any agreements, transactions or filings related thereto (other than any Indemnified Liabilities (x) to the extent such Indemnified
Liabilities are directly caused by the breach by such Sponsor Indemnitee of any fiduciary or other duty or obligation of such Sponsor
Indemnitee to its direct or indirect equityholders, creditors or affiliates, or (y) to the extent such Indemnified Liabilities are
directly caused by such Person’s willful misconduct); provided, however, that if and to the extent that the foregoing
undertaking may be unavailable or unenforceable for any reason, the Company (including any parent or other successor to the Company) will
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this
Section 6.1.1 to the extent permissible under applicable Law. For the purposes of this Section 6.1, none of the
circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent
a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is
so determined to apply to any Sponsor Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments
shall be promptly repaid by such Sponsor Indemnitee to the Company. The rights of any Sponsor Indemnitee to indemnification hereunder
will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee
is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of the Company or its Subsidiaries.
Each party hereto agrees that each of the Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 6.1,
entitled to enforce this Section 6.1 as though each such Sponsor Indemnitee was a party to this Agreement.


 


6.1.2            The
Company will reimburse any Sponsor Indemnitee for all reasonable and documented costs and expenses (including reasonable and documented
attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing,
pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under
the terms of this Article VI, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party
thereto. The Company, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms
of this Article VI, may, without the consent of such Sponsor Indemnitee, consent to entry of any judgment or enter into any
settlement if and only if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor Indemnitee
of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise)
on such Sponsor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act
by or on behalf of such Sponsor Indemnitee, and provided that the only penalty imposed in connection with such settlement is a monetary
payment that will be paid in full by the Company.


 






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6.1.3            The
Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to any Sponsor Indemnitee in
respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance
with (as applicable) the terms of (i) the Companies Act (As Revised) of the Cayman Islands and the Laws of any applicable jurisdiction
of incorporation or organization, each as amended, (ii) any director indemnification agreement and (iii) this Agreement, any
other agreement between the Company and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified,
((i) through (iii) collectively, the “Indemnification Sources”), irrespective of any right of recovery such
Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee
benefit plan or other enterprise (other than the Company or the insurer under and pursuant to any insurance policy of the Company) from
whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, the Company may also have
an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall the Company
be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any
Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee
or the obligations of the Company under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make
any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) the Company
shall reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such
Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company pursuant to clause (x), the Indemnitee-Related
Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery
of the Sponsor Indemnitee against the Company and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall
do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to
enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agrees that each of the Indemnitee-Related
Entities shall be third-party beneficiaries with respect to this Section 6.1, entitled to enforce this Section 6.1.4 as though
each such Indemnitee-Related Entity were a party to this Agreement. For purposes of this Section 6.1.4, the term “Jointly
Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which
any Sponsor Indemnitee shall be entitled to indemnification from both (1) the Company pursuant to the Indemnification Sources, on
the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such
Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, the Laws of the jurisdiction of incorporation
or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on the other hand.


 






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6.1.4            In
no event shall any Sponsor Indemnitee be liable to the Company for any act, alleged act, omission or alleged omission that does not constitute
willful misconduct, dishonesty or fraud of such Sponsor Indemnitee as determined by a final, nonappealable determination of a court of
competent jurisdiction.


 


6.1.5            The
rights of any Sponsor Indemnitee to indemnification pursuant to this Section 6.1 will be in addition to any other rights any
such Person may have under any other section of this Agreement or any other agreement or instrument to which such Sponsor Indemnitee is
or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of the Company.


 


ARTICLE VII

MISCELLANEOUS


 


7.1            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, electronic mail, telecopy, telegram
or facsimile. 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, electronic mail, telecopy, telegram or facsimile, 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: Green
Visor Financial Technology Acquisition Corp. I, 88 Kearny St., Suite 850, San Francisco, CA 94108, Attn: Richard Kim, Email: rich@gvfintaci.com,
and, if to any Holder, at such Holder’s address or facsimile number 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 7.1.


 


7.2            Assignment;
No Third Party Beneficiaries.


 


7.1.1            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.


 


7.1.2            A
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to a Permitted
Transferee who agrees to become bound by the transfer restrictions set forth in this Agreement.


 


7.1.3            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.


 






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7.1.4            This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 7.2 hereof.


 


7.1.5            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 7.1 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). Any transfer or assignment
made other than as provided in this Section 7.2 shall be null and void.


 


7.3            Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF 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. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any
document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct
the transactions contemplated hereunder by electronic means.


 


7.4            Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW
YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT
SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


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.


 


7.5            Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, 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 that adversely affects one Holder, solely in his, her or its capacity as a holder
of the share capital 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.


 






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7.6            Other
Registration Rights. The Company represents and warrants that no person, 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
filed by the Company for the sale of securities 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.


 


7.7            Term.
This Agreement shall terminate upon the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration
Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174
thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities
are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation
on the amount of securities sold or the manner of sale. The provisions of Section 3.5, Article IV and Article VI
shall survive any termination.


 


[Signature pages follow]


 






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


 


	 	COMPANY:
	 	 
	 	Green Visor Financial Technology
    Acquisition Corp I.,
	 	a Cayman Islands exempted company
	 	 
	 	 
	 	By:	/s/ Richard Kim
	 	 	Name: Richard Kim
	 	 	Title: Vice President and Chief Financial Officer



 


 


	 	HOLDERS:
	 	 
	 	Green Visor Capital SPAC I Holdings LLC
	 	 
	 	By: Green Visor Capital Management Company LLC, its manager
	 	 
	 	By:	/s/ Simon Yoo
	 	 	Name: Simon Yoo
	 	 	Title: Authorized Person


 


	 	 
	 	By:	/s/ Evan Marwell
	 	 	Name: Evan Marwell
	 	 
	 	 
	 	By:	/s/ Kate Cassino
	 	 	Name: Kate Cassino
	 	 
	 	 
	 	By:	/s/ Christopher Wendel
	 	 	Name: Christopher Wendel


 


[Signature Page to Registration and Shareholder Rights Agreement]