Exhibit 10.4 


 


 REGISTRATION RIGHTS AGREEMENT 

   


 THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of ____, 2021, is made and entered into by and among G3 VRM Acquisition Corp., a Delaware
corporation (the “Company”), Maxim Partners LLC (“Maxim”) and G3 VRM Holdings, LLC,
a Delaware limited liability company (the “Sponsor,” together with Maxim and any person or entity who hereafter
becomes a party to this Agreement pursuant to Section 5.2 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 February 22, 2021, pursuant to which the Sponsor
purchased an aggregate of 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock,
par value $0.0001 per share, up to 375,000 of which would be forfeited to the Company for no consideration depending on the extent to
which the underwriters of the Company’s initial public offering exercise their over-allotment option; 


   


 WHEREAS, the Founder Shares are
convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
on the terms and conditions provided in the Company’s amended and restated certificate of incorporation; 


   


 WHEREAS, the Company and Maxim
Group LLC, as representative of the several underwriters, have entered into that certain Underwriting Agreement of even date herewith
(the “Underwriting Agreement”), pursuant to which the Company agreed to issue to Maxim shares of Common Stock; 


   


 WHEREAS, on ____, 2021, the Company
and the Sponsor entered into that certain Private Placement Units Purchase Agreement, pursuant to which the Sponsor agreed to purchase
547,500 units (or 600,000 units if the over-allotment option is exercised in full) at a price of $10.00 per unit (the “Private
Placement Units”), in a private placement transaction occurring simultaneously with the closing of the Company’s
initial public offering; 


   


 WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below) the Sponsor or an
affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds as the Company may require,
of which up to $1,500,000 of such loans may be convertible into units identical to the Private Placement Units (“Working
Capital Units”) at a price of $10.00 per unit; and 


   


 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: 


   


 “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, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company. 


   


 “Commission”
shall mean the Securities and Exchange Commission. 


   


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


   


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


   


 “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 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 shares of Common Stock issuable upon conversion
thereof. 


   


 “Founder Shares Lock-up
Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of: (A) one year after the completion
of the Company’s initial Business Combination; or (B) subsequent to the Business Combination: (x) if the last sale price of the
Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 60 days after the Company’s initial Business
Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property. 


   


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


   


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


   


 “Issuance Shares”
shall mean the shares of Common Stock issued to Maxim as compensation to the underwriters pursuant to the Underwriting Agreement representing
1% of the shares of Common Stock sold in the Company’s initial public offering. 


   


 “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 light of the circumstances under
which they were made) not misleading. 


   



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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, under the Insider Letter,
this Agreement and any other applicable agreement between such Holder and the Company, 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 Units that are held by the initial purchasers of such Private Placement
Units or their Permitted Transferees, and any of the securities underlying the Private Placement Units that are held by the initial purchasers
of the Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion of the Company’s
initial Business Combination. 


   


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


   


 “Pro Rata”
shall have the meaning given in subsection 2.1.4. 


   


 “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 Founder Shares and the shares of Common Stock issued or issuable upon the conversion of any Founder Shares; (b) the
Private Placement Units , and any of the securities underlying the Private Placement Units; (c) the Issuance Shares; (d) any outstanding
share of the Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of
any other equity security) of the Company held by a Holder as of the date of this Agreement; (e) any Working Capital Units, and any of
the securities underlying the Working Capital Units; and (f) any other equity security of the Company issued or issuable with respect
to any such share of the Common Stock by way of a stock dividend or stock split 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
may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission) (but with no volume or other restrictions or limitations); 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. 


   


 “Registration Expenses”
shall mean any and all out-of-pocket fees and expenses incident to the Company’s performance of or compliance with this Agreement,
including, without limitation, the following: 


   


 (A) all registration and filing fees (including fees with respect
to filings required to be made with the Commission and the Financial Industry Regulatory Authority, Inc.); 


   


 (B) all fees and expenses incurred in connection with the listing
or inclusion of any Registrable Securities on any Securities Exchange; 


   


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


   



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


   


 (E) fees and disbursements of counsel for the Company; 


   


 (F) reasonable fees and disbursements of all independent registered
public accountants of the Company incurred specifically in connection with such Registration; and 


   


 (G) reasonable 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; and 


   


 (H) any other fees and disbursements customarily paid by issuers
in connection with the registration of sales of securities (including the fees and expenses of any experts retained by the Company in
connection with any Registration Statement); provided, however, that Registration Expenses shall exclude (a) any and all
brokers’ or underwriters’ fees, discounts and commissions, transfer taxes, and transfer fees relating to the sale or disposition
of Registrable Shares by a Holder, and (b) the fees and expenses of any counsel to the Holders, except as provided for in clause (G)
above. 


   


 “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 Securities Act of 1933, as amended from time to time. 


   


 “Securities Exchange”
shall mean the NYSE American, the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the Toronto Stock Exchange, or the Canadian Securities Exchange (or any successors to any of the foregoing). 


   


 “Sponsor”
shall have the meaning given in the Recitals 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. 


   


 “Working Capital Units”
shall have the meaning given in the Recitals hereto. 


   


 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 a majority 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 ten (10) 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) 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 Demanding Holders and Requesting Holders to be registered
on behalf of the Demanding Holders and Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1
of this Agreement. 


   



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 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; and 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. 


   


 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 Common
Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested
pursuant to separate written contractual piggy-back registration rights held by any other stockholders 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) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding
Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as
“Pro Rata”)) 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), the Common Stock or other equity securities
that the Company desires to sell, which 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), the Common Stock or other equity
securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual
arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. 


   



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 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. If a majority-in-interest of the
Demanding Holders initiating a Demand Registration and a majority-in-interest of the Requesting Holders (if any) withdraw in accordance
with this subsection 2.1.5, then the Company may withdraw such Registration Statement prior to the effectiveness of such Registration
Statement, and such Registration Statement shall not be deemed a Registration pursuant to such Demand Registration regardless of whether
the Company elects to proceed with the Registration Statement for its own account or for the account of the Demanding Holders (if any)
and Requesting Holders (if any) who do not withdraw. 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. 


   


 2.2 Piggyback Registration. 


   


 2.2.1 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 stockholders of the Company (or by the Company
and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement:
(i) filed in connection with any employee stock option or other benefit plan; (ii) for an exchange offer or offering of rights or securities
solely to the Company’s existing stockholders; (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 ten (10) 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) 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. 


   


 2.2.2 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 the Common Stock that the Company desires to sell, taken together with: (i) the Common Stock, if any, as to which Registration
has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder; (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof; and
(iii) the Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration
rights of other stockholders 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, the Common Stock or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof (Pro Rata, based on the respective number of
Registrable Securities that each Holder has so requested), which can be sold without exceeding the Maximum Number of Securities; and
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common
Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders
of the Company, 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, the Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable
Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 (Pro Rata, based on the respective number of Registrable Securities that each
Holder has so requested), which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the
Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), and (C), the Common Stock 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, which can be sold without exceeding the Maximum Number of Securities. 


   


 2.2.3 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. 


   


 2.2.4 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. 


   


 2.3 Registrations on Form S-3.
Any Holder 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), 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”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten
Offering. Within five (5) 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 $10,000,000. 


   



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 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. 


   


 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 any Holder 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 each Holder
of Registrable Securities included in such Registration, and each such Holder’s 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 each Holder 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; 


   



    	 	8	 



    	 



    

   


 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 any Holder 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
and, if similar securities issued by the Company are not then listed on a Securities Exchange, use its commercially reasonable efforts
(including, without limitation, seeking to cure any deficiencies cited by the exchange or market in the Company’s listing or inclusion
application) to list or include all Registrable Shares on a Securities Exchange and thereafter maintain the listing on such exchange
when such Registrable Shares are included in a Registration Statement; 


   


 3.1.6 provide a transfer agent or rights
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,
furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies
promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus; 


   


 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 (such representative to be selected by a majority of the participating 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; and provided further, the Company may not include the name of any
Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment
or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration
Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing
each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company
shall include unless contrary to applicable law; 


   


 3.1.11 obtain a “cold comfort”
letter from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating
Holders may rely on, 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; 


   



    	 	9	 



    	 



    

   


 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; 


   


 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 $[50,000,000], 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. 


   


 3.2 Registration Expenses. The
Registration Expenses of all Registrations shall be borne by the Company. Each Holder participating in a Registration shall bear such
Holder’s proportionate share (based on the total number of Registrable Shares sold in such registration) of all discounts and commissions
payable to underwriters or brokers and all transfer taxes and transfer fees in connection with a registration of Registrable Shares pursuant
to this Agreement. 


   


 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; provided, however, that no Holder shall be required to make any representations
or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such
Holder and such Holder’s intended method of distribution and any other representation required by law or reasonably requested by
the underwriters. 


   


 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 it has received copies of a supplemented
or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of
the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would require the Company to make an Adverse Disclosure 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 (and not more than an aggregate of 90 days in any
rolling 12-month period or more than 60 days in any rolling 90-day period),, determined in good faith by the Company to be necessary
for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale
or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which
it exercised its rights under this Section 3.4. 


   


 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 furnish the Holders with
true and complete copies of all such filings promptly. The Company further covenants that it shall take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of the Common Stock held by
such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under
the Securities Act (or any successor rule 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. 


   



    	 	10	 



    	 



    

   


 3.6 Limitations on Registration Rights.
Notwithstanding anything herein to the contrary, Maxim may not exercise its rights under Sections 2.1 and 2.2 hereunder after five (5)
and seven (7) years, respectively, after the effective date of the registration statement relating to the Company’s initial public
offering and (ii) Maxim may not exercise its rights under Section 2.1 more than one time. 


   


 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 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 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 expenses (including without limitation
reasonable 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 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. 


   


 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 (plus local 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. 


   



    	 	11	 



    	 



    

   


 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 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. 


   


 Article V

MISCELLANEOUS 


   


 5.1 Notices. Any notice or communication
under this Agreement must be in writing and given by: (i) deposit in the United States mail, addressed to the party to be notified, postage
prepaid and registered or certified with return receipt requested; (ii) delivery in person or by courier service providing evidence of
delivery; or (iii) transmission by hand delivery, electronic mail, 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, 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: 420 Boylston Street, Suite 302, Boston, MA 02116, and, if to any Holder, at such Holder’s address or contact
information 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 5.1. 


   


 5.2 Assignment; No Third-Party Beneficiaries. 


   


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


   



    	 	12	 



    	 



    

   


 5.2.2 Prior to the expiration of the
Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s
rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities
by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set
forth in this Agreement. 


   


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


   


 5.2.4 This Agreement shall not confer
any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2
hereof. 


   


 5.2.5 No assignment by any party hereto
of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company
shall have received: (i) written notice of such assignment as provided in Section 5.1 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 5.2
shall be null and void. 


   


 5.3 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. 


   


 5.4 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT: (I) 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, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION; AND (II) THE VENUE FOR
ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK. 


   


 5.5 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 its capacity as a holder of the shares of capital
stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of
the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on
the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights
or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall
operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. 


   


 5.6 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. 


  5.7 Term. This Agreement shall terminate upon the earlier of: (i)
the tenth anniversary of the date of this Agreement; or (ii) 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 without registration 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 and Article IV
shall survive any termination. 


   


 [Signature Page Follows] 


   



    	 	13	 



    	 



    

   


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


   


	   	 COMPANY: 
	   	   
	   	   
	   	 G3 VRM ACQUISITION CORP., a Delaware corporation 
	   	   
	   	   	   
	   	 By: 	   
	   	   	 Name: 
	   	   	 Title: Chief Executive Officer 
	   	   	   
	   	   
	   	 HOLDERS: 
	   	   
	   	   
	   	 G3 VRM Holdings, LLC, a Delaware limited liability company 
	   	   
	   	   	   
	   	 By: 	   
	   	   	 Name: 
	   	   	 Title: 
	   	   	   
	   	   	   
	   	   	   
	   	   	   
	   	   	   
	   	   	   
	   	 MAXIM PARTNERS LLC 
	   	   	   
	   	 By: 	   
	   	   	 Name: 
	   	   	 Title: 


   


   


 15 


   


 [Signature Page to Registration Rights Agreement]