Exhibit 4.10



 


AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 3rd day of February 2021, by and among
REE Automotive Ltd., a company organized under the laws of the State of Israel, the number of which is 514557339 (the “Company”),
and the Company’s Holders who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (the
“Shareholders”).


 


WITNESSETH:


 


WHEREAS, the Company,
10X Capital SPAC Sponsor I LLC, a Delaware limited liability company (“Sponsor”), and 10X Capital Venture Acquisition
Corp., a Delaware corporation (“SPAC”), are parties to that certain Registration Rights Agreement, dated as
of November 24, 2021, as amended (the “Previous Sponsor Agreement”);


 


WHEREAS, in connection
with the consummation of the transactions (the “Business Combination”) contemplated by the Agreement and Plan
of Reorganization, dated as of February 3, 2021 by and among the Company, Spark Merger Sub Inc., a Delaware corporation (the “Merger
Sub”), and SPAC (the “Merger Agreement”), (x) each of the Merger Sub and SPAC desire that, effective
upon the Closing (as defined below), the Previous Sponsor Agreement shall be cancelled and shall be of no further force and effect,
and (y) each of the Major Shareholders, Sponsor and the Company desire that, effective upon the Closing (as defined below), the
Major Shareholders and Sponsor shall benefit from registration rights and be subject to the restrictions set forth herein;


 


WHEREAS, this Agreement
is being executed concurrently with the entry into the Merger Agreement and will become effective upon the Closing (as defined
below); and


 


WHEREAS, the Shareholders
and the Company desire to set forth certain matters regarding the ownership of the shares of the Company as set forth below.


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants set forth herein, the parties hereby agree as follows:


 


1.          Affirmative
Covenants.


 


1.1        Confidentiality.
Each Shareholder agrees that any information obtained pursuant to this Agreement (including any information about any proposed
registration or offering pursuant to Section 2 or Section 3) will not be disclosed or used for any purpose other than the exercise
of rights under this Agreement without the prior written consent of the Company; provided, that each Shareholder may disclose
any such information on a confidential basis to its directors, officers, employees and representatives.


 


2.          Registration.
The following provisions govern the registration of the Company’s securities:


 


2.1        Definitions.
As used herein, the following terms have the following meanings:


 



     


    	



    

 


2.1.1     “10X
Founder Shares” means 5,031,250 shares of SPAC’s Class B common stock, par value $0.0001 per share, held
by the Sponsor prior to the Business Combination and subject to adjustment in connection therewith.


 


2.1.2     “10X
Sponsor Warrants” means warrants to purchase 5,500,000 shares of SPAC’s Class A Common Stock, par value
$0.0001 per share, issued to the Sponsor in a private placement transaction exempt from registration under the Securities Act occurring
simultaneously with the closing of the SPAC’s initial public offering and subject to adjustment in connection with the Business
Combination.


 


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


 


2.1.4     “Class
B Shares” means, following the Closing Date, the Class B Ordinary Shares, without par value, of the Company issued to
the Company Founders.


 


2.1.5     “Closing”
means the closing of the Business Combination.


 


2.1.6     “Closing
Date” means the date of the Closing.


 


2.1.7     “Company
Founders” means Daniel Barel and Ahishay Sardes.


 


2.1.8     “Company
Founder Lock-up Period” shall mean, with respect to the Company Founder Shares (x) the earlier of (a) one year from
the Closing and (b) when the closing price of the Ordinary Shares is equal to or greater than $13.00 for any 20 trading days within
a 30-trading day period (provided that if such condition is satisfied during the first six months from the Closing Date, such restriction
on transfer will not lapse until the six-month anniversary of the Closing), or (y) in any case, if, after the date hereof, the
Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


2.1.9     “Company
Founder Shares” means the Company’s Ordinary Shares held by the Company Founders immediately following the Closing
Date.


 


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


 


2.1.11   “Form
F-3” means Form F-3 under the Securities Act, as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents
filed by the Company with the SEC after the date thereof or, if the Company is at any time not a foreign private issuer, Form S-3
under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted
by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company
with the SEC.


 



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2.1.12   “Holder” means any Shareholder that is party to this Agreement and holds outstanding Registrable Securities.


 


2.1.13   “Holder Lock-up Period” shall
mean with respect to the Holders (other than the Company Founders and the Sponsor) and their
respective Permitted Transferees, the period beginning on the Closing Date and ending on the date that is 180
days following the Closing Date.


 


2.1.14   “Holder Lock-up Shares” shall
mean with respect to the Holders (other than the Company Founders and the Sponsor) and their respective Permitted Transferees,
the Ordinary Shares held by such Holders prior to the Closing (excluding, for the avoidance of doubt, any Ordinary Shares purchased
in a private placement in connection with the Business Combination or acquired in the public
market following the Closing) and any Ordinary Shares issuable
upon conversion or exercise of warrants, options or any other instrument held by the Holders as of immediately prior to the Closing
(excluding, for the avoidance of doubt, any warrants exercisable for Ordinary Shares purchased in
a private placement in connection with the Business Combination).


 


2.1.15   “immediate
family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first
cousin.


 


2.1.16   “Initiating
Holders” means (a) the Major Shareholder Initiating Holders or (b) Sponsor.


 


2.1.17   “Joinder
Agreement” means a joinder agreement, in substantially the form attached hereto as Exhibit A.


 


2.1.18   “Major
Shareholder” means any Holder that (a) is listed on Schedule 1 attached hereto
and (b) holds at least five percent (5%) of the Company’s issued and outstanding share capital.


 


2.1.19   “Major
Shareholder Initiating Holders” means Major Shareholders holding more than ten percent (10%) of the then-outstanding
Registrable Securities.


 


2.1.20   “Ordinary
Shares” means, following the Closing Date, the Class A Ordinary Shares, without par value, of the Company.


 


2.1.21   “Register”,
“registered” and “registration” refer to a registration effected by filing a Registration
Statement in compliance with the Securities Act and the declaration or ordering by the SEC of effectiveness of such Registration
Statement, or the equivalent actions under the laws of another jurisdiction.


 


2.1.22   “Registrable
Securities” means (i) the Sponsor Shares; (ii) the Sponsor Warrants and the Ordinary Shares issuable upon the exercise
of the Sponsor Warrants; (iii) Ordinary Shares owned by any Holder party hereto, including any Ordinary Shares issuable upon the
exercise of warrants, and (iv) any other equity security of the Company issued or issuable with respect to any such Ordinary Shares
by way of a stock dividend or stock split or in connection with a combination of stock, acquisition, recapitalization, consolidation,
reorganization, stock






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exchange, stock reconstruction and amalgamation or contractual control arrangement with, purchasing all or
substantially all of the assets of, or engagement in any other similar transaction; provided, further, that Ordinary Shares
shall cease to be Registrable Securities on the later to occur of (x) as to any Holder that holds
more than 5% of then outstanding Ordinary Shares, 2 years after the date of the Business Combination and (y) when they are freely
saleable without registration by the holder thereof pursuant to Rule 144 (without the need for any manner of sale requirement or
volume limitation and without the requirement for the Company to be in compliance with the current public information requirement
under Rule 144(c)(1) (or Rule 144(i)(2), if applicable)) or sold pursuant to Rule 144 or a Registration Statement. For the avoidance
of doubt, Class B Shares shall not be considered “Registrable Securities”.


 


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


 


2.1.24   “SEC”
means the Securities and Exchange Commission.


 


2.1.25   “Securities
Act” means the Securities Act of 1933, as amended.


 


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


 


2.1.27   “Sponsor
Lock-up Period” shall mean, with respect to the Sponsor Shares held by the Sponsor, (i) with respect to 25% of such shares,
90 calendar days following the Closing Date, and (ii) with respect to 75% of such shares (x) the earlier of (a) one year from
the Closing and (b) when the closing price of the Ordinary Shares is equal to or greater than $13.00 for any 20 trading days within
a 30-trading day period (provided that if such condition is satisfied during the first six months from the Closing Date, such restriction
on transfer will not lapse until the six-month anniversary of the Closing), or (y) in any case, if, after the date hereof, the
Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


2.1.28   “Sponsor
Lock-up Warrants” shall mean, with respect to the Sponsor and its Permitted Transferees, (i) the Sponsor Warrants and
(ii) any Ordinary Shares issued upon exercise of such warrants.


 


2.1.29   “Sponsor
Lock-up Warrants Period” shall mean, with respect to the Sponsor and its Permitted Transferees, the period beginning
on the Closing Date and ending on the date that is thirty (30) days after the Closing Date.


 


2.1.30   “Sponsor
Shares” means Ordinary Shares issued to the Sponsor on account of the 10X Founder Shares at the Closing.


 



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2.1.31  “Sponsor
Warrants” means warrants issued to the Sponsor on account of the 10X Sponsor Warrants at the Closing.


 


2.1.32  “Transaction
Documents” means this Agreement, the schedules and exhibits attached hereto, the Irrevocable Transfer Agent Instructions
and any other documents or agreements explicitly contemplated hereunder.


 


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


 


2.2        Piggy-back
Registration. If the Company at any time beginning upon (but excluding) the Closing Date proposes to register any of its Ordinary
Shares (other than (w) a shelf registration to register Ordinary Shares issued to investors in a private placement in connection
with the Business Combination, (x) a demand registration under Section 2.3, Section 2.4 or Section 2.5 of this Agreement, (y) in connection
with a registration on Form S-8 or (y) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer
or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities
pursuant to an effective Registration Statement (a “Shelf Takedown”) it shall give written notice to all Holders
of such intention not less than ten (10) days before the anticipated filing date of the applicable
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 the opportunity to register the sale of such number of Registrable Securities of the
same type as are included in the Registration Statement as such Holders may request in writing. Upon the written request of any Holder given within seven (7) days after receipt of any such notice, the Company shall include
in such registration or Shelf Takedown all of the Registrable Securities indicated in such request, so as to permit the disposition
of the shares so registered; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable
Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the
extent such lockup has expired or been waived. The Company shall, in good faith, cause such Registrable Securities to be included
in such registration or offering and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter(s)
of such registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2 to be included
therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing
factors require a limitation of the number of shares to be underwritten, then shares will


 



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 be included in such registration or Shelf
Takedown up to such limitation in the following order or priority: (i) first, all Ordinary Shares that were being registered by
the Company or pursuant to the exercise of demand rights by holders not party to this Agreement, (ii) second, all Registrable Securities
held by the Holders must be included in such registration (pro rata to the respective number of Registrable Securities held by
the Holders) and (iii) third, any other shares of the Company to be offered by any other holders will be included in such registration.
The piggyback rights of the Holders under this Section may be exercised an unlimited number of times. Any Holder may elect to withdraw
such Holder’s request for inclusion of Registrable Securities in any Registration Statement pursuant to this Section 2.2
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.



 


2.3        Demand
Registration. At any time following the Closing and expiration or waiver of any
lockup applicable to such Holders party hereto, the Initiating Holders may request in writing that all or part of the Registrable
Securities held by them shall be registered under the Securities Act (a “Demand Registration”). Within ten (10)
days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include
in such registration all Registrable Securities held by all such Holders who wish to participate in such demand registration and
provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s
notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall
have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup
has expired or been waived. Thereupon, the Company shall effect the registration of all Registrable Securities as to which it has
received requests for registration as soon as practicable; provided that (i) the Company shall not be required to effect
any registration under this Section 2.3 (x) within a period of ninety (90) days following the effective date of a previous registration
and (y) with respect to Registrable Securities with a total offering price not reasonably expected to exceed, in the aggregate,
$50 million, and (ii) this provision shall not apply if a shelf registration on Form F-3 has been filed pursuant to Section 2.5
and is effective and available for use. The Company shall not be required to effect more than (A) two (2) registration under this
Section 2.3 requested by the Sponsor and (B) three (3) registrations under this Section 2.3 requested by the Major Shareholder Initiating
Holders. If the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating
that in the good faith judgment of the board of directors (the “Board”) it would be seriously detrimental to
the Company or its shareholders for a registration under this Section 2.3 to be effected at such time, the Company shall have the
right to defer such registration for a period of not more than ninety (90) days after receipt of the request of the Initiating
Holders under this Section 2.3, provided that the Company shall not utilize this right more than once in any twelve (12) month
period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2.3 by giving written notice to
the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed
with the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to
a Demand Registration then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn
Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3)
or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3.



 



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Notwithstanding any
other provision of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a
limitation on the dollar amount or the number of shares to be underwritten, then the amount of Registrable Securities proposed
to be registered shall be reduced pro rata to the respective number of Registrable Securities held by the Holders; provided
that in any event all Registrable Securities held by the Initiating Holders and any other Holders that elect to participate in
any such registration must be included in such registration (pro rata based on the total amount of Registrable Securities held
by each such Initiating Holder or other Holder, as applicable) prior to any other shares of the Company, including shares held
by persons other than Holders. The Company shall not register securities for sale for its own account in any registration requested
pursuant to this Section 2.3 unless permitted to do so by the written consent of the Initiating Holders.


 


2.4        F-1
Registration Statement. If the SEC publicly announces or informs the Company that Rule 144(i) applies to the Company, the following
provision shall apply. The Company shall, as soon as practicable after such notice from the SEC, but in any event within thirty
(30) days, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities
held by any Holder from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision
adopted by the SEC then in effect) on the terms and conditions specified in this Section 2.4 and shall use
its reasonable commercial efforts to cause such Registration Statement to be declared effective as expeditiously as possible after
the filing thereof. The Registration Statement filed with the SEC pursuant to this Section 2.4 shall be on Form
F-1, with respect to such Registrable Securities (the “Shelf”), and shall contain a prospectus in such
form as to permit (subject to the Lock-up) the Holders to sell such Registrable Securities pursuant to Rule 415 under the
Securities Act (or any successor or similar provision adopted by the SEC then in effect), or such other means of distribution of
Registrable Securities as the Holders may reasonably specify, at any time beginning on the effective date for such Registration
Statement; provided that the Company shall not be obligated to effect any such registration,
qualification, compliance or offering, pursuant to this Section 2.4, if (i) the Company shall furnish to the Holders a certificate
signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously
detrimental to the Company or its shareholders for such Form F-1 registration statement or any Shelf Takedown pursuant thereto
to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-1 registration statement
for a period of not more than ninety (90) days; provided that the Company shall not utilize this right more than once in
any twelve (12) month period or (ii) during the period starting with the date sixty (60) days prior to the Company’s estimated
date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement
pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an
employee benefit plan), provided that the Company is actively employing good faith reasonable efforts to cause such registration
statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in
good faith. The Company shall maintain the Shelf in accordance with the terms hereof,
and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary
to keep such Shelf continuously effective, available for use and in compliance with the provisions


 






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of the Securities Act until
such time as there are no longer any Registrable Securities included on such registration statement. The Company shall use its
commercially reasonable efforts to convert the Form F-1 to a Form F-3 as soon as practicable after the Company is eligible to use
Form F-3. A Registration Statement filed pursuant to this Section 2.4 shall provide for the resale
pursuant to any method or combination of methods legally available to, and requested by, any Holder. Subject to the second succeeding
sentence, as soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.4,
but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness of
such Registration Statement. The Holders may use such Form F-1 to dispose of their Registrable
Securities on a non-underwritten basis, and may utilize such Form F-1 on an underwritten basis if requested by Initiating Holders
(with any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein,
mutatis mutandis). If requested by any Holder, the Company shall promptly file with the SEC such post-effective amendments or supplements
to any such Form F-1 as may be necessary to name such Holder therein as a selling shareholder and otherwise permit such Holder
to sell Registrable Securities thereunder. References to Form F-1 herein (or any “long-form”
successor thereto) shall include references to Form S-1 (or any “long-form” successor thereto) if the Company ceases
to be eligible to use Form F-1.


 


2.5        Form
F-3 Registration. In the event that the Company shall receive from any Major Shareholder or the Sponsor a written request or
requests that the Company effect a shelf registration on Form F-3 with respect to Registrable Securities (if no Form F-3 is then
on file and available for use by the Holders), the Company will within ten (10) days after receipt of any such request give written
notice of the proposed registration to all other Holders, and include in such registration all Registrable Securities held by all
such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within
seven (7) days after the receipt of the Company’s notice; provided that no Holder who is subject to a lockup
with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate
in such registration or offering except to the extent such lockup has expired or been waived.
Thereupon, the Company shall effect such registration and all such qualifications and compliances as may be reasonably so requested
and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Major Shareholder’s
Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any
other Holder joining in such request as are specified in a written request given within seven (7) days after receipt of such written
notice from the Company; provided that the Company shall not be obligated to effect any such registration, qualification,
compliance or offering, pursuant to this Section 2.5, (i) if Form F-3 is not available for such registration or offering; (ii)
if the Company shall furnish to the requesting Major Shareholder a certificate signed by the Chief Executive Officer of the Company
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for such
Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event the Company shall
have the right to defer the filing of the Form F-3 registration statement or Shelf Takedown for a period of not more than ninety
(90) days after receipt of the request of the Major Shareholder under this Section 2.5; provided that the Company shall
not utilize this right more than once in any twelve (12) month period; or (iii) during the period starting with the date sixty
(60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following
the effective date of, any


 



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registration statement pertaining to securities of the Company (other than a registration of securities
in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing
good faith reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of
the date of filing such registration statement is made in good faith. The Holders may use such Form F-3 to dispose of their Registrable
Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders
(with any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein,
mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective
amendments or supplements to any such Form F-3 as may be necessary to name such Holder or Major Shareholder therein as a selling
shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities thereunder. References
to Form F-3 herein (or any “short-form” successor thereto) shall include references to Form S-3 (or any “short-form”
successor thereto) if the Company ceases to be eligible to use Form F-3.


 


2.6        Designation
of Underwriter. In the case of any registration effected pursuant to Section 2.3, the Company shall have the right to designate
the managing underwriters in any underwritten offering, subject to the prior written approval of the Major Shareholders that hold
a majority of the Registrable Securities held by the Initiating Holders, in each case, which shall not be unreasonably withheld,
conditioned or delayed. In the case of any registration initiated by the Company, the Company shall have the right to designate
the managing underwriter in any underwritten offering.


 


2.7        Expenses.
All expenses, including the reasonable fees and expenses of one counsel for the Initiating Holders in connection with any registration
under Section 2.2, Section 2.3, Section 2.4 or Section 2.5 and one counsel for the Sponsor in connection with any registration under
Section 3 shall be borne by the Company; provided that each of the Holders participating in such registration shall pay
its pro rata portion of discounts or commissions payable to any underwriter.


 


2.8        Indemnities.
In the event of any registered offering of Registrable Securities pursuant to this Section 2 or Section 3:


 


2.8.1     The
Company will indemnify and hold harmless, to the fullest extent permitted by law, each Holder, any underwriter of such Holder,
each person, if any, who controls the Holder or such underwriter and each of the foregoing person’s respective officers,
directors, employees, partners, members, attorneys, advisors, agents or other representatives (a “Holder Indemnified Party”),
from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts
paid in any settlement effected with the Company’s consent) to which any such Holder Indemnified Party may become subject
under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof),
costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement or included in the prospectus, as amended or supplemented (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
in which they are made, not misleading and the Company will


 



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reimburse such Holder Indemnified
Party promptly upon demand, for any reasonable documented, out-of-pocket legal or any other expenses incurred by them in connection
with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss,
claim, damage, liability, action or proceeding or (iii) any violation of alleged violation by the Company of the Securities Act,
the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations
under this Agreement; provided that the Company will not be liable to any Holder Indemnified Party in any such case to the
extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information furnished by such Holder Indemnified Party claiming
for indemnification in writing specifically for inclusion therein; provided, further, that the indemnity agreement contained
in this subsection 2.8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified
Party and regardless of any sale in connection with such offering by the Holder Indemnified Party. Such indemnity shall survive
the transfer of securities by a selling shareholder.


 


2.8.2     Each
Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder and
his or her intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and
hold harmless the Company, any underwriter for the Company, any other person participating
in the distribution, each person, if any, who controls the Company, such underwriter or such other person and each of the foregoing
person’s respective officers, directors, employees, partners, members, attorneys, advisors, agents or other representatives
(a “Company Indemnified Party”) from and against any and all losses, damages,
claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s
consent) to which any such Company Indemnified Party may become subject under applicable
law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or
expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the Registration
Statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in
which they were made, not misleading, but, in each case, only to the extent of such information relating to such Holder and provided
in writing by such Holder, and each such Holder will reimburse such Company Indemnified Party
promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to
defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action
or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was so made in strict conformity with written information furnished by such Holder specifically for inclusion
therein. The foregoing indemnity agreement shall be individual and several by each Holder. The indemnity agreement contained in
this subsection 2.8.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement
is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld, conditioned
or delayed. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.


 



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2.8.3     Promptly
after receipt by an indemnified party pursuant to the provisions of Sections 2.8.1 or 2.8.2 of notice of the commencement of any action
involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made
against the indemnifying party pursuant to the provisions of said Section 2.8.1 or 2.8.2, promptly notify the indemnifying party of the
commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided that if the defendants in any action include both the indemnified
party and the indemnifying party and the indemnified party reasonably believes that there is a conflict of interests which would
prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall
have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party
or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 2.8.1 or 2.8.2 for any
legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified
party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable
time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party’s
intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment
of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any
judgment or enter into any settlement if such settlement or judgment requires an admission of fault or culpability on the part
of the indemnified party or 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.


 


2.8.4     If
recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties
entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses in such proportion
as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection
with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to
reflect any other relevant equitable considerations. In determining the amount of contribution to which the respective parties
are entitled, there shall be considered the parties’ relative knowledge and access to information concerning the matter with
respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable
considerations appropriate under the circumstances. In no event shall the liability of a Holder exceed the net proceeds from the
offering received by such Holder.


 



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2.8.5     Notwithstanding
anything to the contrary hereunder, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 2.8 from any person or entity who
was not guilty of such fraudulent misrepresentation.


 


2.9        Obligations
of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as possible:


 


2.9.1     prepare
and file with the SEC a Registration Statement with respect to such Registrable Securities and use its reasonable commercial efforts
to cause such Registration Statement to become effective, and, upon the request of the holders of a majority of the Registrable
Securities registered thereunder, keep such Registration Statement effective for a period of up to twelve (12) months or, if sooner,
until the distribution contemplated in the Registration Statement has been completed, and, in the case of any registration of Registrable
Securities on Form F-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable
SEC rules, such twelve (12) month period shall be extended for up to three (3) years, if necessary, to keep the Registration Statement
effective until all such Registrable Securities are sold.


 


2.9.2     subject
to the suspension rights set forth in Section 2.3 and 2.5, prepare and file with the SEC such amendments and supplements to such
Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration
Statement.


 


2.9.3     use
commercially reasonable efforts to furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus,
and any amendments or supplements to such a prospectus, without charge to the holders of Registrable
Securities included in such registration and in conformity with the requirements of the Securities Act, and such other documents
as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.


 


2.9.4     in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter
into and perform its obligations under such an agreement.


 


2.9.5     notify
each holder of Registrable Securities covered by such Registration Statement as promptly as reasonably practicable, but in any
event within three (3) Business Days, of: (i) such Registration Statement becoming effective; (ii)
such time as any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance
by the SEC of any stop order; and (iv) any request by the SEC for any amendment or supplement to such Registration Statement or
any prospectus relating thereto or for additional information or 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 omits
to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing.


 



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2.9.6     cause
all Registrable Securities registered pursuant to this Section 2 to be listed on each securities exchange on which Ordinary
Shares are then listed.


 


2.9.7     provide
a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.


 


2.9.8     furnish,
at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2 at such Holder’s
expense, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration
pursuant to Section 2.2 or Section 2.3, if such securities are being sold through underwriters, (i) an opinion, dated such date, of
the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters
in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable
Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.


 


2.9.9     in
the case of an underwritten offering involving gross proceeds in excess of $50.0 million, 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.


 


2.9.10   the
Company shall enter into customary agreements and take such other actions as are reasonably required
in order to expedite or facilitate the disposition of such Registrable Securities.


 


2.10      Obligations
of the Holders. Without limiting the foregoing, no Holder may participate in any underwritten offering hereunder unless such
Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved
by the Company (in the case of a piggyback offering) or the Initiating Holders (in the case of a demand registration offering)
and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration
rights.


 


2.11      Assignment
of Registration Rights. Other than as set forth in Section 2.12 or Section 4, any of the Major Shareholders may assign and/or
transfer its rights, wholly or partially, to cause the Company to register Ordinary Shares pursuant to this Section 2 to a transferee
of all or any part of its Registrable Securities. In addition, any Holder may transfer and/or assign his right, wholly or partially,
to transferees of Ordinary Shares that are Registrable Securities of the Company. The transferor shall, within twenty (20) days
after such transfer, furnish the Company with written notice of the name and address of such transferee and the securities with
respect to which such registration rights are being assigned, and the transferee shall execute a Joinder Agreement as required
by Section 5.4 below.


 



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2.12      Market
Stand-off. All Holders participating in an underwritten offering of Registrable Securities pursuant to this Agreement agree
that any Registrable Securities owned by them may be subject to a customary “lock-up” restricting sales, pledges or
other dispositions for up to ninety (90) days from the date of the final prospectus used in connection with any underwritten offering
pursuant to Section 2 above by the Company in which the Company complied with Section 2.2, and each such Holder hereby makes, constitutes
and appoints the Company and each of its officers, acting alone, with full power of substitution and resubstitution, its true and
lawful attorney, for it and in its name, place and stead and for its use and benefit, to enter into and execute customary “lock-up”
agreements with respect to all Ordinary Shares or securities convertible into, or exercisable for, Ordinary Shares (with such officers
being empowered to determine the customary nature of such lockup), as applicable, (held immediately prior to the launch of such
offering) and such Holder shall thereby be required to abide by such “lock-up” period of up to ninety (90) days as
is required by the managing underwriter(s) in such registration; provided that such obligation shall only apply where all
officers and directors are similarly bound. The foregoing provisions of this Section 2.12 shall not apply to the sale of any shares
to an underwriter pursuant to an underwriting agreement in connection with such offering or any shares of the Company acquired
in such offering or acquired in open market transactions after such offering.


 


2.13      Public
Information. The Company shall make publicly available such information as is necessary to enable the Holders to make sales
of Registrable Securities pursuant to Rule 144 to the extent such rule is available to Holders at such time. Without limiting
the foregoing, in order to enable the Shareholders to sell the Ordinary Shares under Rule 144, the Company shall use its commercially
reasonable efforts to timely file (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 the Exchange Act.


 


2.14      Form
F-3 Eligibility. The Company shall, after becoming eligible to use Form F-3, use its reasonable best efforts to remain so eligible
(it being understood that the Company will not be required to issue additional capital stock to maintain a minimum public float).


 


2.15      Removal
of Legends. Upon Rule 144 becoming available for the resale of any Registrable Securities, without the requirement for the
Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume
or manner-of-sale restrictions and expiration of any lock-up agreement applicable to such Ordinary Shares, the Company shall cause
Company counsel to issue to a transfer agent the legal opinion referred to in the Irrevocable Transfer Agent Instructions. Any
fees (with respect to the transfer agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal
of such legend shall be borne by the Company. At such time, the Company will no later than two (2) trading days (such second (2nd)
trading day, the “Legend Removal Date”) deliver or cause to be delivered to such Shareholder a certificate representing
such Ordinary Shares that is free from all restrictive and other legends. Certificates for Ordinary Shares subject to legend removal
hereunder may be transmitted by a transfer agent to the Shareholders by crediting the account of the Shareholder’s prime
broker with Depository Trust Company as directed by such Shareholder.


 



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2.15.1   Irrevocable
Transfer Agent Instructions. Following completion of the Business Combination, the Company shall issue irrevocable instructions
to its transfer agent, and any subsequent transfer agent, in substantially the form of Exhibit B attached hereto (the “Irrevocable
Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer
Agent Instructions referred to in this subsection 2.15.1 (or instructions that are consistent therewith) and instructions related
to the lock-up agreement contained herein will be given by the Company to its transfer agent in connection with this Agreement,
and that the Ordinary Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent
provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it
of its obligations under this subsection 2.15.1 will cause irreparable harm to a Shareholder. Accordingly, the Company acknowledges
that the remedy at law for a breach of its obligations under this subsection 2.15.1 will be inadequate and agrees, in the event
of a breach or threatened breach by the Company of the provisions of this subsection 2.15.1, that a Shareholder shall be entitled,
in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance
and transfer, without the necessity of showing economic loss and without any bond or other security being required.


 


2.15.2   Acknowledgement.
Each Shareholder hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or
otherwise transfer the Ordinary Shares or any interest therein without complying with the requirements of the Securities Act. Both
the Company and its transfer agent, and their respective directors, officers, employees and agents, may rely on this subsection
2.15.2 and each Shareholder hereunder will indemnify and hold harmless each of such persons from any breaches or violations of
this subsection 2.15.2.


 


3.          Sponsor
Registration Statement


 


3.1        With
respect to the Sponsor Warrants and Sponsor Shares (jointly, the “Sponsor Securities”), the following provisions
shall apply instead of Section 2.2, Section 2.3, Section 2.4 and Section 2.5. The Company agrees that, within thirty (30) calendar
days after the Closing Date (the “Filing Deadline”), the Company will file with the SEC (at the Company’s
sole cost and expense) a registration statement registering the resale of the Sponsor Securities (the “Sponsor Registration
Statement”), and the Company shall use its commercially reasonable efforts to have the Sponsor Registration Statement
declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day
(or 90th calendar day if the SEC notifies the Issuer that it will “review” the Registration Statement) following the
Closing and (ii) the 10th Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier)
by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier
date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the
Sponsor Securities in the Sponsor Registration Statement are contingent upon the Sponsor furnishing in writing to the Company such
information regarding the Sponsor, the securities of the Company held by the Sponsor and the intended method of disposition of
the Sponsor Securities as shall be reasonably requested by the Company to effect the registration of the Sponsor Securities, and
the Sponsor shall execute such documents in connection with such registration as the Company may reasonably request that are customary
of a selling shareholder in similar situations. For purposes of clarification, any failure by the Company to file the Sponsor Registration
Statement by the Filing Deadline or to effect such Sponsor Registration Statement by the Effectiveness Date shall not otherwise
relieve the Company of its obligations to file or effect the Sponsor Registration Statement as set forth above in this Section
3.


 



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3.2        The
Company shall, upon reasonable request, inform the Sponsor as to the status of the registration effected by the Company pursuant
to this Section 3. At its expense the Company shall:


 


3.2.1           except
for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Sponsor Registration
Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under
state securities laws which the Company determines to obtain, continuously effective with respect to the Sponsor, and to keep the
applicable Sponsor Registration Statement or any subsequent shelf registration statement free of any material misstatements or
omissions, until the earlier of the following: (i) the Sponsor ceases to hold any Sponsor Securities, and (ii) the date all Sponsor
Securities held by the Sponsor may be sold without restriction under Rule 144 and 145, including any volume and manner of sale
restrictions under Rule 144 and 145 and without the requirement for the Company to be in compliance with the current public information
required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable);


 


3.2.2          advise
the Sponsor as expeditiously as possible, but in any event within five (5) Business Days:


 





	 	(a)	when the Sponsor Registration Statement or any post-effective amendment thereto has become effective;
	 	 	 
	 	(b)	of the issuance by the SEC of any stop order suspending the effectiveness of the Sponsor Registration Statement or the initiation of any proceedings for such purpose; and
	 	 	 
	 	(c)	of the receipt by the Company of any notification with respect to the suspension of the qualification of the Sponsor Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. 




 





3.2.3          use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Sponsor Registration
Statement as soon as reasonably practicable;


 


3.2.4          upon
the occurrence of any event that requires the making of any changes in the Sponsor Registration Statement or prospectus so that,
as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made)
not misleading, except for such times as the Company is permitted hereunder to suspend,


 






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and has suspended, the use of a prospectus
forming part of the Sponsor Registration Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably
practicable prepare a post-effective amendment to the Sponsor Registration Statement or a supplement to the related prospectus,
or file any other required document so that, as thereafter delivered to purchasers of the Sponsor Securities included therein,
such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading; and


 


3.2.5          Notwithstanding
anything to the contrary in this Agreement, the Company shall not have any obligation to prepare any prospectus supplement, participate
in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters in connection
with any sales of the Sponsor Securities under the Sponsor Registration Statement in an underwritten offering.


 


3.3        Notwithstanding
anything to the contrary in this Agreement, the Company shall be entitled to delay or postpone the effectiveness of the Sponsor
Registration Statement, and from time to time to require the Sponsor not to sell under the Sponsor Registration Statement or to
suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending
or an event has occurred, which negotiation, consummation or event the Company’s Board reasonably believes, upon the advice
of legal counsel (which may be in-house legal counsel), would require additional disclosure by the Company in the Sponsor Registration
Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure
of which in the Sponsor Registration Statement would be expected, in the reasonable determination of the Company’s board
of directors, upon the advice of legal counsel (which may be in-house legal counsel),
to cause the Sponsor Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance,
a “Suspension Event”); provided, however, that the Company may not delay or suspend the Sponsor Registration
Statement on more than two occasions or for more than ninety (90) consecutive calendar days, or more than one hundred and
twenty (120) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from
the Company of the happening of any Suspension Event during the period that the Sponsor Registration Statement is effective or
if as a result of a Suspension Event the Sponsor Registration Statement or related prospectus contains any untrue statement of
a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Sponsor agrees that
(i) it will immediately discontinue offers and sales of the Sponsor Securities under the Sponsor Registration Statement (excluding,
for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Sponsor receives copies of a supplemental or amended
prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and
receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may
resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice
delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Sponsor will deliver
to the Company or, in the Sponsor’s sole discretion destroy, all copies of the


 



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prospectus covering the Sponsor Securities
in the Sponsor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering
the Sponsor Securities shall not apply (i) to the extent the Sponsor is required to retain a copy of such prospectus (a) in order
to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide
pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data
back-up.


 


4.            Lock-Up.


 


4.1          Lock-up.
Subject to Section 4.2, (i) all Holders agree that they shall not Transfer any Holder Lock-up Shares or any instruments exercisable
or exchangeable for, or convertible into, Holder Lock-up Shares until the end of the Holder Lock-up Period (ii) the Sponsor agrees
that it shall not Transfer any Sponsor Lock-up Warrants until the end of the Sponsor Lock-up Warrants Period nor any Sponsor
Shares, or any instruments exercisable or exchangeable for, or convertible into, Holder Lock-up
Shares until the end of the Sponsor Lock-up Period; and (iii) the Company Founders agree that they shall not Transfer any Company
Founder Shares or any instruments exercisable or exchangeable for, or convertible into, Company Founder Shares until the end of
the Company Founder Lock-up Period (collectively, the “Lock-up”).


 


4.2          Permitted
Transfers.


 


4.2.1.          Notwithstanding
the provisions set forth in Section 4.1, each Holder, each Company Founder and each of their Permitted Transferees may
Transfer the Holder Lock-up Shares, the Sponsor Lock-up Warrants or the Company Founder Shares, as applicable, during the Holder
Lock-up Period or the Company Founder Lock-up Period, as applicable, (a) if such Holder or Company Founder is an individual, (i)
to an immediate family member, a charitable organization or a trust or other entity formed for estate planning purposes for the
benefit of an immediate family member, (ii) by will, testamentary document, intestacy or by virtue of laws of descent and distribution
upon the death of such Holder or Company Founder, or (iii) pursuant to a qualified domestic relations order or in connection with
a divorce settlement or any related court order, (b) if such Holder is a corporation, limited liability company, partnership, trust
or other entity, to any shareholder, member, partner or trust beneficiary as part of a distribution, or to any corporation, partnership
or other entity that is an affiliate (as defined in Rule 405 of the Securities Act of 1933, as amended) of such Holder, (c) in
the event of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property, (d) consolidation, merger or other similar
transaction in which the Company is the surviving entity that results in the directors and officers of the Company as of immediately
prior to such consolidation, merger or other similar transaction ceasing to comprise a majority of the Company’s board of
directors (in the case of directors) or management (in the case of officers) of the surviving entity, (e) if such Shares were acquired
by such Holder or Company Founder in open market transactions following the date hereof, (f) to the Company in connection with
the “net” or “cashless” exercise of options or other rights to purchase Ordinary Shares held by such Holder
or Company Founder in satisfaction of any tax withholding or exercise price obligations


 



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through cashless surrender or otherwise;
provided that any Ordinary Shares issued upon exercise of such option or other rights shall remain subject to the terms
of this Agreement; or (g) in connection with the conversion or reclassification of the outstanding preferred shares held by such
Holder or Company Founder into Ordinary Shares in connection with the closing of the Merger; provided that any such Ordinary
Shares received upon such conversion or reclassification shall remain subject to the provisions of this Agreement; provided,
however, that, in the case of clauses (a) and (b), such transferees shall execute a Joinder Agreement; and provided
further with respect to clauses (a) and (b), that any such transfer shall not involve a disposition for value.


 


4.2.2          Notwithstanding
anything to the contrary herein, the Sponsor and the Company Founders may enter into a written plan meeting the requirements of
Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”) after the date of this Agreement relating to
the sale of any Sponsor Lock-up Warrants, Sponsor Shares,
or Company Founder Shares, as applicable, provided that the securities subject to such plan may not be transferred
until after the expiration of the Sponsor Lock-up Warrants Period, Sponsor Lock-up Period or Company
Founder Lock-up Period, as applicable; provided further, that no filing by the undersigned, the Company or any other
person under the Exchange Act or other public announcement in connection with the establishment or existence of such plan shall
be required or shall be made voluntarily prior to the expiration of such Sponsor Lock-up Warrants,
Sponsor Shares, or Company Founder Shares, as applicable.


 


5.          Miscellaneous.


 


5.1        Effectiveness;
Termination of Previous Agreement. This Agreement shall become effective as of the Closing and prior thereto shall be of no
force or effect. If the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall
automatically terminate and be of no force or effect, and the Previous Sponsor Agreement shall
remain in full force and effect in accordance with its terms with respect to the parties thereto. Effective as of the Closing,
this Agreement shall supersede and replace in its entirety the terms and conditions of the Previous Sponsor
Agreement, which Previous Sponsor Agreement shall be automatically terminated and
canceled in their entirety and shall be null and void and of no further force or effect.


 


5.2        Further
Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably
be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected
thereby.


 


5.3        Governing
Law; Exclusive Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed according to the laws
of the State of Delaware, without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to
this Agreement shall be resolved solely and exclusively in the Court of Chancery of the State of Delaware, provided, that
if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal
courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware, and
each of the parties hereby submits irrevocably to the jurisdiction of such court. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO 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.


 





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5.4        Successors
and Assigns; Assignment. Except as otherwise expressly limited herein (including Section 4.1), the provisions hereof shall
inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.
Except as expressly permitted under Section 2.11 above, none of the rights, privileges, or obligations set forth in, arising under,
or created by this Agreement may be assigned or transferred without the prior consent in writing of each party to this Agreement,
with the exception of (a) assignments and transfers between the Major Shareholders, as the case may be, and (b) assignments and
transfers from a Shareholder to any other entity which controls, is controlled by, or is under common control with, such Shareholder,
and as to any Shareholder which is a partnership, assignments and transfers to its partners and to affiliated partnerships managed
by the same management company or managing general partner or by an entity which controls, is controlled by, or is under common
control with, such management company or managing general partner (collectively “Permitted Transferees”). Notwithstanding
the foregoing, (a) any Permitted Transferee shall, in connection with their purchase of Ordinary Shares, execute a Joinder Agreement
to be entered into between the Company and such Permitted Transferee at the time of the applicable transfer, pursuant to which
such Permitted Transferee shall be deemed to be a party to this Agreement, and (b) any other person owning or acquiring Registrable
Securities of the Company may, at the Company’s request, execute a Joinder Agreement with the Company, pursuant to which
such person shall be deemed to be a party to this Agreement. Unless otherwise noted in the applicable Joinder Agreement, each Permitted
Transferee shall be deemed a Holder.


 


5.5        Entire
Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement
between the parties with regard to the subject matters hereof and thereof and supersede all prior agreement and understanding,
both oral and written between parties with respect to the subject matter of this Agreement, including the Previous Sponsor Agreement.
Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively
and either generally or in a particular instance) with the written consent of the Company and the Major Shareholders holding a
majority of the Registrable Securities provided that in the event any such amendment or waiver would be adverse to the rights
or obligations of the Sponsor, the prior written consent of the Sponsor will also be required.


 


5.6        Termination.
This Agreement will automatically terminate upon the earlier to occur of (i) any acquisition of the Company, including by way of
merger or consolidation, after the Business Combination, or (ii) the date as of which there shall be no Registrable Securities
outstanding.


 





    20


    	



    

 


5.7        Notices,
etc. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall
be in writing and shall be mailed by registered mail, postage prepaid, or otherwise delivered by electronic mail, hand or by
messenger, addressed to such party’s address as set forth in the shareholders register maintained by the Company or at
such other address with respect to a party as such party shall notify each other party in writing as above provided. Any
notice sent in accordance with this Section 5.7 shall be effective (i) if mailed, seven (7) Business
Days after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent via email, upon transmission and
electronic confirmation of receipt or, if transmitted and received on a non-Business Day, on the first Business
Day following transmission and electronic confirmation of receipt.


 


5.8        Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default
under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver,
permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or
any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded
to any of the parties, shall be cumulative and not alternative.


 


5.9        Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then
such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its terms; provided that in such event this Agreement shall
be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and
intention of the excluded provision as determined by such court of competent jurisdiction.


 


5.10      Counterparts;
Electronic Execution. This Agreement may be executed in any number of counterparts (including
by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or DocuSign), each of which shall
be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic,
facsimile or portable document format shall be effective as delivery of a mutually executed counterpart to this Agreement and shall
have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable
law.


 


5.11      Aggregation
of Shares. All Ordinary Shares held by affiliated entities or persons (and for the avoidance of doubt, the Ordinary Shares
held by each of the entities set forth on Schedule 1 which are grouped under a titled group)
shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.


 


5.12      No
Third Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement (including the documents and instruments
referred to herein) is not intended to confer on any person other than the parties hereto any rights, remedies, obligations or
liabilities hereunder.


 


5.13      Mutual
Drafting. This Agreement is the joint product of the parties hereto and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.


 



    21


    	



    

 


[Remainder of page intentionally left
blank.]


 




    22


    	



    

 


IN WITNESS WHEREOF the
parties have signed this Investors Rights Agreement as the date first hereinabove set forth.


 


REE Automotive
Ltd.


 





	By:	 	 
	Name:  
	Title:  






 


[Signature Pages Continue]


 




     


    	



    



 


Company Founders:


 


	 	 
	Name: Daniel Barel	 
	 	 
	Address: [●]

	 	 
	 	 
	Name:  Ahishay Sardes	 
	 	 
	Address: [●]



  




     


    	



    

 


Shareholders:


 


	 	 
	Name:  Hari Nair	 
	 	 
	Address: [●]

	 	 
	 	 
	Name:  Ari Raved	 
	 	 
	Address: [●]

	 	 
	 	 
	Name:  Arie Yehuda Shteinberg	 
	 	 
	Address: [●]



 


     


    	



    

Shareholders:


 


	 	 
	Name:  Hans Thomas	 
	 	 
	Address: [●]
	 
	 	 
	 	 
	Name:  David Weisburd	 
	 	 
	Address: [●]	 
	 	 
	 	 
	Name:  Guhan Kandasamy	 
	 	 
	Address: [●]
	 
	 	 
	 	 
	Name:  Oliver Wriedt	 
	 	 
	Address: [●]	 
	 	 
	 	 
	Name:  Christopher Jurasek	 
	 	 
	Address: [●]
	 
	 	 
	 	 
	Name:  Sigurgeir Orn Jonsson	 
	 	 
	Address: [●]	 
	 	 
	 	 
	Name:  Woodrow H. Levin	 
	 	 
	Address: [●]
	 


 


     


    	



    

 


	Shareholders:	 



 


	[●]	 
	By:	 	 
	Name:	 	 
	Title:	 	 





	Address:	 	 
	 	 	 



 






	[●]	 
	By:	 	 
	Name:	 	 
	Title:	 	 





	Address:	 	 
	 	 	 



 





	[●]	 
	By:	 	 
	Name:	 	 
	Title:	 	 





	Address:	 	 
	 	 	 



 





	[●]	 
	By:	 	 
	Name:	 	 
	Title:	 	 





	Address:	 	 
	 	 	 



 






     


    	



    

 


10X
Capital Venture Acquisition Corp. 


 


	By: 	 	 
	Name: 	 	 
	Title: 	Authorized Signatory
	 



 


	Address: [●]	 



 


10X Capital
SPAC Sponsor I LLC


 




	By: 	 	 
	Name: 	 	 
	Title: 	Authorized Signatory
	 



 


	Address: [●]	 



 


     


    	



    

 


Major Shareholders


 






     


    	



    

 


Exhibit A


 


Form of Joinder Agreement


 


[Date]


 


Reference is hereby
made to the Amended and Restated Investors’ Rights Agreement, dated [____], 2021 (the “IRA”), by and between
REE Automotive Ltd, a private company organized under the laws of the State of Israel, the number of which is 514557339 (the “Company”),
and the Shareholders named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed
to such terms in the IRA.


 


Pursuant to Section
5.3 of the IRA, each of the undersigned hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement,
it shall be deemed to be a party to the IRA as if it were an original signatory thereto and hereby expressly assumes, and agrees
to perform and discharge, all of the obligations and liabilities of a party thereto as the case may be, under the IRA. All references
in the IRA to the “Shareholders”, “Holders” or “Major Shareholders”, as the case may be, shall
hereafter include each of the undersigned and their respective successors, as applicable.


 


Each of the undersigned
hereby agrees to promptly execute and deliver any and all further documents and take such further action as the Company, the Shareholders
or any undersigned party may reasonably require to effect the purpose of this Joinder Agreement.


 


This Joinder Agreement
shall be governed by and construed according to the laws of the State of Delaware, without regard to the conflict of laws provisions
thereof. Any dispute arising under or in relation to this Joinder Agreement shall be resolved solely and exclusively in the Court
of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the
legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court
for the District of Delaware, and each of the parties hereby submits irrevocably to the jurisdiction of such court. TO THE EXTENT
NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO
TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS JOINDER
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS JOINDER AGREEMENT.


 


[Signature Pages Follow]


 




     


    	



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Joinder Agreement as of the date herein above set forth.


 


The Company:


 


REE Automotive Ltd.


 


 


	By:	 	By:	[       ]	 
	Title:	 	Title:	[          ]	 
	 	 	Address 	 	 



 


[Permitted Transferees]:


 


	 	 
	 	 
	[             ]	 
	 	 	 



	By:	 	 


 


     


    	



    

  


Exhibit B


 


FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


 


As of _________, ____


 


[Insert Name of Transfer Agent]


[Address]


[Address]


Attn: _________________


 


Ladies and Gentlemen:


 


          Reference
is made to that certain Amended and Restated Investors’ Rights Agreement, dated as of _____________, ___ (the “Agreement”),
by and among REE Automotive Ltd., a limited liability by shares Israeli company, the number of which is 514557339 (the
“Company”), and the shareholders named on the signature pages thereto (collectively, and including permitted
transferees, the “Holders”). 


 


          This
letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company
at such time and the conditions set forth in this letter are satisfied), subject to any stop transfer instructions that we may
issue to you from time to time, if any, to issue certificates representing shares of Common Stock upon transfer or resale of the
Ordinary Shares (as defined in the Agreement).


 


You acknowledge
and agree that so long as you have received written confirmation from the Company’s legal counsel that either (1) the
Ordinary Shares have been sold in conformity with Rule 144 under the Securities Act (“Rule 144”) or
(2) the Ordinary Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with
the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions
within two (2) trading days of your receipt of a notice of transfer or Ordinary Shares, you shall issue the certificates representing
the Ordinary Shares registered in the names of such Holders or transferees, as the case may be, and such certificates shall not
bear any legend restricting transfer of the Ordinary Shares thereby and should not be subject to any stop-transfer restriction


 


          Please
be advised that the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder
is a third party beneficiary to these instructions.


 


          Please
execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions.


 


	 	Very truly yours,	 
	 	 	 	 
	 	REE AUTOMOTIVE Ltd.	 
	 	 	 	 
	 	By: 	                                           	 



	 	Name: 	                                           	 



	 	Title: 	                                           	 




 



     


    	



    

 


	Acknowledged and Agreed:	 
	 	 
	[INSERT NAME OF TRANSFER AGENT]	 



 


	By: 	 	 



	Name:	 	 



	Title:	 	 


 


	Date:	 	,