Exhibit
10.2


 


INVESTOR
RIGHTS AGREEMENT


 


THIS
INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “Investor
Rights Agreement”), dated as of November 17, 2022 (the “Effective Date”), is made by and among (i) Goal
Acquisitions Corp., a Delaware corporation (“PubCo”); (ii) Goal Acquisitions Sponsor LLC, a Delaware limited liability
company (“Sponsor”); (iii) all shareholders of the Company (each a “Seller” and collectively the
“Sellers); and (iv) the individuals listed as Other Holders on the signature pages hereto and each other Person who executes
a joinder as an “Other Holder” (collectively, the “Other Holders”). Each of PubCo, Sponsor, Sellers and
the Other Holders may be referred to herein as a “Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
PubCo has entered into that certain Business Combination Agreement, dated as of the Effective Date (as it may be amended, supplemented
or restated from time to time in accordance with the terms of such agreement, the “Business Combination Agreement”),
by and among PubCo, Digital Virgo Group, a French corporation (société par actions simplifiée) whose registered
office is at 88 rue Paul Bert, 69003 Lyon, France, and registered with the registry of commerce and companies under number 914 138 615
R.C.S. Lyon (the “Company”), Sellers and IODA S.A., in its capacity as the Seller Representative (as defined in the
Business Combination Agreement);


 


WHEREAS,
pursuant to the Business Combination Agreement, Sellers will sell to PubCo, and PubCo will purchase from Sellers, the Purchased Shares;


 


WHEREAS,
PubCo, Sponsor and the Other Holders entered into that certain Registration Rights Agreement, dated as of February 10, 2021 (the “Original
RRA”);


 


WHEREAS,
in connection with the execution of this Investor Rights Agreement, PubCo, Sponsor and the Other Holders desire to terminate the Original
RRA and replace it with this Investor Rights Agreement; and


 


WHEREAS,
on the Effective Date, the Parties desire to set forth their agreement with respect to governance, registration rights and certain other
matters, in each case in accordance with the terms and conditions of this Investor Rights Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in this Investor Rights Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties
hereby agree as follows:


 




    	 



     


    

 


Article
I


DEFINITIONS


 


Section
1.1 Definitions. As used in this Investor Rights Agreement, the following terms shall have the following meanings:


 


“Action”
has the meaning set forth in Section 5.13(a).


 


“Adverse
Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith determination
of the Board, after consultation with counsel to PubCo, (a) would be required to be made in any Registration Statement or Prospectus
in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in
the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration
Statement were not being filed, and (c) would reasonably be expected to have a material adverse effect on any proposal or plan by PubCo
or any of its Subsidiaries to engage in any material acquisition of assets or shares (other than in the ordinary course of business)
or any material merger, consolidation, tender offer, recapitalization, reorganization, financing or other transaction involving PubCo
and either (x) PubCo has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have
a material adverse effect on PubCo or PubCo’s ability to consummate such transaction, or (z) such transaction renders PubCo unable
to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration
Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis,
as applicable.


 


“Affiliate”
of any particular Person means any other Person that directly, or indirectly through one or more of its intermediaries, controls, is
controlled by or under common control with such particular Person, where “control” means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities,
by contract or otherwise; provided, that (i) any Affiliate of BNP Paribas Développement S.A. shall be excluded from
this definition and (ii) no Party or affiliate thereof shall be deemed an Affiliate of PubCo or any of its Subsidiaries for purposes
of this Investor Rights Agreement.


 


“Automatic
Shelf Registration Statement” has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.


 


“Beneficially
Own” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.


 


“Board”
means the board of directors of PubCo.


 


“Business
Combination Agreement” has the meaning set forth in the Recitals.


 


“Business
Day” means any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized by Law
to close in New York, New York or Lyon, France.







    	 



     


    




 


“Class
B Common Stock” means Class B common stock of PubCo, par value $0.0001 per share, to be authorized at the Closing, which shall
only be issued to IODA S.A. at the Closing.


 


“Closing”
has the meaning given to such term in the Business Combination Agreement.


 


“Closing
Date” has the meaning given to such term in the Business Combination Agreement.


 


“Common
Shares” means shares of common stock of PubCo, par value $0.0001 per share (which will be renamed Class A common stock at the
Closing), including (i) any shares of common stock issuable upon the exercise of any warrant or other right to acquire shares of common
stock , (ii) shares of common stock issuable on conversion of the Class B Common Stock issued pursuant to the Business Combination Agreement
and (ii) any Equity Securities of PubCo that may be issued or distributed or be issuable with respect to such shares of common stock
by way of conversion, dividend, share split, share sub-division or other distribution, merger, consolidation, exchange, recapitalization
or reclassification or similar transaction.


 


“Confidential
Information” has the meaning set forth in Section 2.7.


 


“Demand
Delay” has the meaning set forth in Section 3.2(a)(i).


 


“Demand
Initiating Holders” has the meaning set forth in Section 3.2(a).


 


“Demand
Period” has the meaning set forth in Section 3.2(c).


 


“Demand
Registration” has the meaning set forth in Section 3.2(a).


 


“Demand
Registration Notice” has the meaning set forth in Section 3.2(a).


 


“Distribution”
means a distribution, however structured (including through dissolution), by any Holder of Equity Securities of PubCo to such Holder’s
limited partners, members or equityholders (as applicable).


 


“Effective
Date” has the meaning set forth in the Preamble.


 


“Entity”
means a Person that is not a natural Person.


 


“Equity
Securities” means, with respect to any Person, all of the shares of capital stock, shares or equity of (or other ownership
or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of
shares of capital stock, shares or equity of (or other ownership or profit interests in) such Person, all of the securities convertible
into or exchangeable for shares of capital stock, shares or equity of (or other ownership or profit interests in) such Person or warrants,
rights or options for the purchase or acquisition from such Person of such shares or equity (or such other interests), restricted stock
or restricted share awards, restricted stock or restricted share units, equity appreciation rights, phantom equity rights, profit participation
and all of the other ownership or profit interests of such Person (including partnership or member interests therein), whether voting
or nonvoting.


 




    	 



     


    




 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, as the same shall be in effect from
time to time.


 


“Family
Member” means with respect to any Person, a spouse, lineal descendant (whether natural or adopted) or spouse of a lineal descendant
of such Person or any trust created for the benefit of such Person or of which any of the foregoing is a beneficiary.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Governmental
Entity” means any federal, national, supranational, foreign, state, provincial, local, county, municipal or other government,
any governmental, regulatory or administrative authority, agency, department, bureau, board, commission or official or any quasi-governmental
or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, or any court, tribunal,
judicial or arbitral body or arbitrator (public or private), or any Self-Regulatory Organization (in each case to the extent that the
rules, regulations or orders of such body or authority have the force of Law).


 


“Holder”
means any holder of Registrable Securities who is a Party to, or who succeeds to rights under, this Investor Rights Agreement pursuant
to Section 5.1; provided, that a Party who does not hold Registrable Securities as of the Closing Date and who acquires
Registrable Securities after the Closing Date will not be a Holder until such Party gives PubCo a representation in writing of the number
of Registrable Securities it holds.


 


“Holder
Indemnitees” has the meaning set forth in Section 5.13(a).


 


“Indemnification
Sources” has the meaning set forth in Section 5.13(c).


 


“Indemnified
Liabilities” has the meaning set forth in Section 5.13(a).


 


“Indemnified
Party” has the meaning set forth in Section 3.6(c).


 


“Indemnitee-Related
Entities” has the meaning set forth in Section 5.13(c).


 


“Insider
Letter Agreement” means that certain letter agreement, dated February 10, 2021, by and among Sponsor, PubCo and the other parties
thereto identified therein.


 


“Investor
Rights Agreement” has the meaning set forth in the Preamble.


 


“Independent
Director” means an individual who qualifies as “independent” as such term is used in the NASDAQ rules.


 




    	 



     


    




 


“Laws”
means any laws (statutory, common or otherwise), acts, statutes, constitutions, treaties, directive, executive order, injunction, judgment,
decree, ordinances, codes, rules, regulations or rulings of a Governmental Entity. All references to “Laws” shall
be deemed to include any amendments thereto, and any successor Law, unless the context otherwise requires.


 


“Lock-Up
Period” means the period commencing on the Closing Date and ending on the date that is six (6) months following the Closing
Date.


 


“Lock-Up
Shares” has the meaning set forth in Section 4.1.


 


“Market
Stand-Off Period” has the meaning set forth in Section 3.10.


 


“Marketed”
means an Underwritten Shelf Take-Down or other Underwritten Offering, as applicable, that involves the use or involvement of a customary
“road show” (including an “electronic road show”) or other substantial marketing effort by Underwriters over
a period of at least 48 hours.


 


“Marketed
Underwritten Shelf Take-Down” has the meaning set forth in Section 3.1(d)(iii).


 


“Maximum
Offering Size” has the meaning set forth in Section 3.2(d).


 


“Necessary
Action” means, with respect to any Party and a specified result, all actions (to the extent such actions (a) are not prohibited
by applicable Law and within such Party’s control, (b) do not directly conflict with any rights expressly granted to such Party
in this Investor Rights Agreement or the Business Combination Agreement and (c) in the case of any action that requires a vote or other
action on the part of the Board to the extent such action is consistent with fiduciary duties that PubCo’s directors may have in
such capacity) necessary to cause such result, including, but not limited to, (i) calling extraordinary general meetings of PubCo, (ii)
voting or providing a written consent or proxy, if applicable in each case, with respect to Common Shares, (iii) causing the adoption
of shareholders’ resolutions and amendments to the Organizational Documents, (iv) executing agreements and instruments, (v) making,
or causing to be made, with Governmental Entities, all filings, registrations or similar actions that are required to achieve such result
and (vi) nominating or appointing certain Persons (including to fill vacancies) and providing the highest level of support for election
of such Persons to the Board in connection with the annual general meeting or extraordinary general meeting of PubCo.


 


“Non-Marketed”
means an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down.


 


“Organizational
Documents” means, with respect to a Person that is not an individual, its articles of incorporation, certificate of incorporation,
certificate of formation, bylaws, memorandum and/or articles of incorporation, operating agreement, certificate of limited partnership,
partnership agreement and/or similar documents, instruments or certificates executed, adopted or filed in connection with the creation,
formation, incorporation or organization of such Person, including any amendments thereto.


 




    	 



     


    




 


“Original
RRA” has the meaning set forth in the Recitals.


 


“Other
Holders” has the meaning set forth in the Preamble and for purposes of Article III shall also include EarlyBirdCapital, Inc.


 


“Party”
has the meaning set forth in the Preamble.


 


“Permitted
Transferee” means with respect to any Person, (i) any Family Member of such Person (or to a trust, the beneficiary of which
is a Family Member of such Person), (ii) any Affiliate of such Person, (iii) any Affiliate of any Family Member of such Person (excluding
any Affiliate under this clause (iii) who operates or engages in a business which competes with the business of PubCo and its
Subsidiaries), (iv) a charitable organization, (v) any direct or indirect limited partners, members or equity holders of such Person
(including via distribution or dissolution) and (vi) any Person that a Party is permitted to Transfer such Person’s Lock-Up Shares
under the Insider Letter Agreement and the Subscription Agreement.


 


“Person”
means and includes an individual, a partnership (general or limited), a joint venture, a corporation, a company, a trust, an estate,
a limited liability company, an association, a joint-stock company, an unincorporated organization or other entity and a Governmental
Entity.


 


“Piggyback
Registration Notice” has the meaning set forth in Section 3.3(a)(i).


 


“Principal
Parties” means each of Sponsor and Sellers.


 


“Private
Placement Securities” means those units of PubCo issued to Sponsor pursuant to the Subscription Agreement, including the shares
of Class A Common Stock of PubCo underlying such units, the warrants to purchase Class A Common Stock of PubCo underlying such units
and the shares of Class A Common Stock of PubCo underlying such warrants.


 


“Prospectus”
means the prospectus included in any Registration Statement, all amendments (including post-effective amendments) and supplements to
such prospectus, and all material incorporated by reference in such prospectus.


 


“PubCo”
has the meaning set forth in the Preamble.


 


“Registrable
Securities” means (a) any Common Shares, (b) any Warrants or any Common Shares issued or issuable upon the exercise thereof
and (c) any Equity Securities of PubCo or any Subsidiary of PubCo that may be issued or distributed or be issuable with respect to the
securities referred to in clauses (a) or (b) by way of conversion, dividend, share split, share sub-division or other distribution,
merger, consolidation, exchange, recapitalization or reclassification or similar transaction, in each case held directly or indirectly
by Sponsor, Sellers or the Other Holders, or in each case, any of their respective Permitted Transferees; provided, that, such
securities shall cease to be Registrable Securities when: (i) 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; (ii) such securities shall have been otherwise transferred, new certificates for such securities not
bearing a legend restricting further transfer shall have been delivered by PubCo and subsequent public distribution of such securities
shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities
have been sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the SEC); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other
public securities transaction.


 




    	 



     


    




 


“Registration”
means a registration, including any related Shelf Take-Down, effected by preparing and filing a registration statement, prospectus or
similar document in compliance with the requirements of the Securities Act, and such registration statement becoming effective.


 


“Registration
Expenses” means the out-of-pocket expenses of a Registration or other Transfer pursuant to the terms of this Investor Rights
Agreement, including (a) all SEC or stock exchange registration and filing fees (including, if applicable, the fees and expenses of any
“qualified independent underwriter,” as such term is defined in Rule 5121 of FINRA (or any successor provision)), (b) all
fees and expenses of complying with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) all
fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and all rating agency
fees, (e) the fees and disbursements of counsel for PubCo and of its independent public accountants, including the expenses of any special
audits and/or comfort letters required by or incident to such performance and compliance, (f) any fees and disbursements of Underwriters
customarily paid by the issuers or sellers of securities, including liability insurance if PubCo so desires or if the Underwriters so
require, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding
underwriting discounts and commissions and transfer taxes, if any, (g) the reasonable and documented fees and out-of-pocket expenses
of one counsel for all of the Holders participating in such Registration or other Transfer, selected by such Holders that own a majority
of the Registrable Securities participating in such Registration or other Transfer and (h) the costs and expenses of PubCo relating to
analyst and investor presentations or any “road show” undertaken in connection with the Registration and/or marketing of
the Registrable Securities (including the expenses of the Holders).


 


“Registration
Statement” means any registration statement that covers the Registrable Securities pursuant to the provisions of this Investor
Rights 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.


 


“Representatives”
means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries,
consultants, equity financing partners or financial advisors or other Person acting on behalf of such Person, excluding the directors
of BNP Paribas Développement S.A. 


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto, as the same shall be in effect from time to time.


 




    	 



     


    




 


“Self-Regulatory
Organization” means any securities exchange, futures exchange, contract market, any other exchange or corporation or
similar self-regulatory body or organization applicable to a Party.


 


“Shared
Representative” has the meaning set forth in Section 2.7.


 


“Shelf
Holder” means any Holder that owns Registrable Securities that have been registered on a Shelf Registration Statement.


 


“Shelf
Registration” means 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.


 


“Shelf
Registration Statement” means a Registration Statement of PubCo filed with the SEC on either (a) Form S-3 (or any successor
form or other appropriate form under the Securities Act) or (b) if PubCo is not permitted to file a Registration Statement on Form S-3,
a Registration Statement on Form S-1 (or any successor form or other appropriate form under the Securities Act), in each case for an
offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act covering the Registrable Securities, as applicable.


 


“Shelf
Suspension” has the meaning set forth in Section 3.1(c).


 


“Shelf
Take-Down” means any offering or sale of Registrable Securities initiated by a Shelf Take-Down Initiating Holder pursuant to
a Shelf Registration Statement.


 


“Shelf
Take-Down Initiating Holders” means the Holders holding at least ten percent (10%) of the Registrable Securities or the holders
of a majority of the Registrable Securities then owned by Sponsor, the Other Holders and their Permitted Transferees.


 


“Sponsor”
has the meaning set forth in the Preamble.


 


“Sponsor
Director” has the meaning set forth in Section 2.1.


 


“Subscription
Agreement” means that certain Subscription Agreement, dated February 10, 2021, by and between PubCo and Sponsor.


 


“Subsequent
Shelf Registration” has the meaning set forth in Section 3.1(b).


 




    	 



     


    




 


“Subsidiary”
means, with respect to any Person, any Entity of which a majority of the total voting power entitled (without regard to the occurrence
of any contingency) to vote in the appointment or election of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership,
limited liability company, association or other Entity of which a majority of the partnership, limited liability company or other similar
ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person
or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership,
limited liability company, association or other Entity if such Person is allocated a majority of the gains or losses of such partnership,
limited liability company, association or other Entity or controls the managing member or general partner or similar position of such
partnership, limited liability company, association or other Entity.


 


“Take-Down
Participation Notice” has the meaning set forth in Section 3.1(d)(iv)(C).


 


“Take-Down
Tagging Holder” has the meaning set forth in Section 3.1(d)(iv)(B).


 


“Transfer”
means, when used as a noun, any voluntary or involuntary, direct or indirect, transfer, assignment, sale, pledge, encumbrance, mortgage,
or hypothecation, distribution or other disposition by the Transferor (whether by operation of law or otherwise) and, when used as a
verb, the Transferor voluntarily or involuntarily, directly or indirectly, transfers, assigns, sells, offers to sell, pledges, encumbers,
mortgages or hypothecates, grants any options to purchase or otherwise dispose of, distributes or otherwise disposes of (whether by operation
of law or otherwise), including, in each case, (a) the 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 or (b)
entry into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership
of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise. The terms “Transferee,”
“Transferor,” “Transferred,” and other forms of the word “Transfer” shall have
the correlative meanings.


 


“Underwriter”
means any investment banker(s) and manager(s) appointed to administer the offering of any Registrable Securities as principal in an Underwritten
Offering.


 


“Underwritten
Offering” means a Registration in which securities of PubCo are sold to an Underwriter for distribution to the public.


 


“Underwritten
Shelf Take-Down” has the meaning set forth in Section 3.1(d)(ii)(A).


 


“Underwritten
Shelf Take-Down Notice” has the meaning set forth in Section 3.1(d)(ii)(A).


 


“Warrants”
means (a) warrants to purchase 667,500 Common Shares issued to Sponsor pursuant to the Subscription Agreement and (b) to the extent applicable,
any warrants to purchase Common Shares issuable to Sponsor upon the conversion of working capital loans, in each case, for a purchase
price of $11.50 per share.


 


“Well-Known
Seasoned Issuer” has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.


 




    	 



     


    




 


Section
1.2 Interpretive Provisions. For all purposes of this Investor Rights Agreement, except as otherwise provided in this Investor
Rights Agreement or unless the context otherwise requires:


 


(a)
the meanings of defined terms are applicable to the singular as well as the plural forms of such terms;


 


(b)
the words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Investor
Rights Agreement, refer to this Investor Rights Agreement as a whole and not to any particular provision of this Investor Rights Agreement;


 


(c)
references in this Investor Rights Agreement to any Law shall be deemed also to refer to such Law, and all rules and regulations promulgated
thereunder;


 


(d)
whenever the words “include”, “includes” or “including” are used in this Investor Rights Agreement,
they shall mean “without limitation;”


 


(e)
the captions and headings of this Investor Rights Agreement are for convenience of reference only and shall not affect the interpretation
of this Investor Rights Agreement; and


 


(f)
pronouns of any gender or neuter shall include, as appropriate, the other pronoun forms.


 


Article
II 


GOVERNANCE


 


Section
2.1 Board of Directors.


 


(a)
Board Structure; Initial Composition. Each of the Parties hereto, severally and not jointly, agrees to take all Necessary Action
to cause the Board to be comprised of eleven (11) directors at and immediately following the Closing. The Parties hereto, severally and
not jointly, agree to take all Necessary Action to cause the Board as of the Closing to be comprised of (i) four (4) individuals nominated
by Sponsor (together with any individual designated pursuant to Section 2.1(b) of this Investor Rights Agreement, each, a “Sponsor
Director”), and (ii) seven (7) individuals nominated by Sellers (together with any individuals designated pursuant to Section
2.1(c) of this Investor Rights Agreement (each, a “Sellers Director”). In addition, for so long as Sponsor has
the right to nominate directors pursuant to Section 2.1(b) of this Investor Rights Agreement, each of the Parties hereto agree
that two (2) individuals appointed by Sponsor and any replacements for such individuals appointed by Sponsor shall be Board observers,
who will be entitled to (i) receive copies of all notices and written information furnished to the Board, reasonably in advance of each
meeting to the extent practicable, and (ii) be permitted to be present at, and participate in, all meetings of the Board (whether by
phone or in person), but shall not have the right to vote or consent to any matter. The individuals appointed as Board observers shall
execute a confidentiality agreement in favor of PubCo; provided, that, notwithstanding the foregoing, the Board may exclude such Board
observers from access to the portion of any meeting of the Board or the portion of any materials relating thereto as to which attendance
of such Board observer during such meeting (or receipt of materials relating to such meeting) (x) would jeopardize or otherwise impair
the attorney-client privilege between PubCo or its Subsidiaries or Affiliates and their respective counsel, or (y) relates to an existing
or potential conflict of interest between PubCo or any of its Subsidiaries or Affiliates and Sponsor’s Affiliates. At and following
the Closing, each of the Parties, severally and not jointly, agrees to take all Necessary Action to cause the foregoing directors to
be divided into three (3) classes of directors (Class I, Class II and Class III), with each class serving for staggered three-year terms.
The Principal Parties shall mutually agree on which directors shall serve in each class as of the Closing; provided that each of the
Sponsor Directors shall be Class III directors. The initial term of the Class I directors shall expire immediately following PubCo’s
2024 annual general meeting of PubCo at which directors are appointed. The initial term of the Class II directors shall expire immediately
following PubCo’s 2025 annual general meeting of PubCo at which directors are appointed. The initial term of the Class III directors
shall expire immediately following PubCo’s 2026 annual meeting at which directors are appointed.


 




    	 



     


    

 


(b)
Sponsor Representation. Following the Closing, for so long as Sponsor and the Other Holders Beneficially Own Common Shares in
PubCo representing at least the percentage, shown below, of the Common Shares held by Sponsor (and its Permitted Transferees) and the
Other Holders (and their Permitted Transferees) immediately after the Closing, PubCo shall take all Necessary Action to include in the
slate of nominees recommended by PubCo for appointment as directors at each applicable annual general meeting or extraordinary general
meeting of PubCo at which directors are to be appointed including, for the avoidance of doubt, the Purchaser Special Meeting, as such
term is defined in the Business Combination Agreement, a number of individuals designated by Sponsor that, if appointed, will result
in Sponsor having a number of directors serving on the Board as shown below:


 


	Common
    Shares Beneficially Owned by Sponsor (and its Permitted Transferees) and the Other Holders (and their Permitted Transferees) as a
    Percentage of Common Shares Beneficially Owned by Sponsor and the Other Holders on the Closing Date	 	Number of

                                                                                Sponsor

                                                                                Directors

	50%
    or greater	 	4
	25%
    or greater	 	2


 


(c)
Sellers Representation. Following the Closing, for so long as Sellers Beneficially Own Common Shares in PubCo representing at
least the percentage, shown below, of the Common Shares held by Sellers immediately after the Closing, PubCo shall take all Necessary
Action to include in the slate of nominees recommended by PubCo for appointment as directors at each applicable annual general meeting
or extraordinary general meeting of PubCo at which directors are to be appointed including, for the avoidance of doubt, the Purchaser
Special Meeting, a number of individuals designated by Sellers that, if appointed, will result in Sellers having a number of directors
serving on the Board as shown below:


 


	Common
    Shares Beneficially Owned by Sellers (and their Permitted Transferees) as a Percentage of Common Shares Beneficially Owned by Sellers
    on the Closing Date	 	Number of

                                                                             Sellers

                                                                             Directors

	50%
    or greater	 	7
	25%
    or greater	 	4


 




    	 



     


    




 


(d)
Independent Directors. From and after the initial slate of the Board is constituted pursuant to Section 2.1(a), PubCo shall
take all Necessary Action to ensure that the Board consists of such number of Independent Directors so as to meet the independence requirements
of NASDAQ or any other securities exchange on which the Equity Securities of PubCo are then listed.


 


(e)
Removal; Vacancies. Sponsor or Sellers, as applicable, shall have the exclusive right to (i) remove their nominees from the Board,
and PubCo shall take all Necessary Action to cause the removal of any such nominee at the request of the applicable Party and (ii) designate
directors for appointment to the Board to fill vacancies created by reason of death, removal, resignation or otherwise of its nominees
to the Board, and PubCo shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, replacement directors
designated by the applicable Party to fill any such vacancies created pursuant to clause (i) or (ii) above as promptly as practicable
after such designation (and in any event prior to the next meeting or action of the Board or applicable committee).


 


(f)
Decrease in Directors. Upon any decrease in the number of directors that Sponsor or Sellers, as applicable, is entitled to designate
for nomination to the Board pursuant to Section 2.1(b) and Section 2.1(c), the Principal Parties, as applicable, shall
take all Necessary Action to cause the appropriate number of Sponsor Directors or Sellers Directors, as applicable, to offer to tender
their resignation at least sixty (60) days prior to the expected date of PubCo’s next annual general meeting of shareholders; provided,
that, for the avoidance of doubt, such resignation may be made effective as of the last day of the term of such director. Notwithstanding
the foregoing, the Nominating and Corporate Governance Committee may, in its sole discretion, recommend for nomination the director that
has tendered his or her resignation pursuant to this Section 2.1(f).


 


Section
2.2 Committees. In accordance with PubCo’s Organizational Documents, as of the Closing, (i) the Board shall establish and
maintain committees of the Board for (x) Audit, (y) Compensation and (z) Nominating and Corporate Governance, and (ii) the Board may
from time to time by resolution establish and maintain other committees of the Board, in accordance with applicable Laws and stock exchange
regulations, and subject to requisite independence requirements applicable to such committee.1


 


Section
2.3 Compensation, Reimbursement of Expenses. Each Sponsor Director and Sellers Director appointed or duly elected to the Board
shall be entitled to compensation consistent with the compensation received by other directors, including any fees and equity awards.
PubCo shall reimburse the directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings
of the Board and any committees thereof, including travel, lodging and meal expenses, on presentation of the receipts corresponding to
these expenses.


 





 






1
NTD: Confirm which of the directors will be independent directors under Nasdaq rules.


 




    	 



     


    




 


Section
2.4 Indemnification. PubCo shall provide the Sponsor Directors and the Sellers Directors with the same expense reimbursement,
benefits, indemnity, exculpation and other arrangements provided to the other directors of PubCo and PubCo shall not amend, alter or
repeal any right to indemnification or exculpation covering or benefiting any Sponsor Director or Sellers Director nominated pursuant
to this Investor Rights Agreement as and to the extent consistent with applicable Law, the Organizational Documents of PubCo and any
indemnification agreements with directors (whether such right is contained in the Organizational Documents or another document) (except
to the extent such amendment or alteration permits PubCo to provide broader indemnification or exculpation rights on a retroactive basis
than permitted prior thereto).


 


Section
2.5 D&O Insurance. PubCo shall (i) purchase directors’ and officers’ liability insurance in an amount determined
by the Board to be reasonable and customary and (ii) for so long as any Sponsor Director or Sellers Director serves as a director, maintain
such directors’ and officers’ liability insurance coverage with respect to such director; provided, that upon removal
or resignation of any such director for any reason, PubCo shall take all actions reasonably necessary to extend such directors’
and officers’ liability insurance coverage with respect to such director for a period of not less than six (6) years from any such
event in respect of any act or omission of such director occurring at or prior to such event.


 


Section
2.6 Review of Nominees. Any nominee as a Sponsor Director or Sellers Director shall be subject to PubCo’s customary due
diligence process, including its review of a completed questionnaire and a background check. Based on the foregoing, PubCo or Sellers
may reasonably object to any such nominee within fifteen (15) days of receiving such completed questionnaire and background check authorization,
(i) provided it does so in good faith and (ii) solely to the extent such objection is based upon any of the following: (1) such nominee
was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other
minor offenses); (2) such nominee was the subject of any order, judgment or decree not subsequently reversed, suspended or vacated of
any court of competent jurisdiction, permanently or temporarily enjoining such proposed director from, or otherwise limiting, the following
activities: (A) engaging in any type of business practice, or (B) engaging in any activity in connection with the purchase or sale of
any security or in connection with any violation of federal or state securities laws; (3) such nominee was the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise
limiting for more than sixty (60) days the right of such person to engage in any activity described in clause (2)(B), or to be associated
with persons engaged in such activity; (4) such nominee was found by a court of competent jurisdiction in a civil action or by the SEC
to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently
reversed, suspended or vacated; or (5) such nominee was the subject of, or a party to, any federal or state judicial or administrative
order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to a violation of any federal or state
securities laws or regulations. In the event the Board reasonably finds any such nominee to be unsuitable based upon one or more of the
foregoing clauses (1) through (5) and reasonably objects to such nominated director, the applicable Holder shall be entitled to propose
a different nominee to the Board within thirty (30) days of PubCo’s or Sellers’ notice to such Holder of its objection to
such nominee and such replacement nominee shall be subject to the review process outlined in this Section 2.6.


 




    	 



     


    




 


Section
2.7 Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of Parties agree
and acknowledge that the directors designated by Sponsor and Sellers may share confidential, non-public information about PubCo and its
Subsidiaries (“Confidential Information”) with Sponsor and Sellers, as applicable. Each of Sponsor and Sellers recognizes
that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which
could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate.
Accordingly, each of Sponsor and Sellers covenants and agrees with PubCo that it will not (and will cause its respective controlled Affiliates
and direct its Representatives who actually receive Confidential Information not to) at any time, except with the prior written consent
of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes
known to the public through no fault of such Party, (b) disclosure is required by applicable Law (including any filing following the
Closing Date with the SEC pursuant to applicable securities laws) or court of competent jurisdiction or requested by a Governmental Entity;
provided, that (other than in the case of any required filing following the Closing Date with the SEC or in connection with any routine
audit or examination as described below) such Party promptly notifies PubCo of such requirement or request and takes commercially reasonable
steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available
or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without
any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use
of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of Sponsor
or Sellers from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member or shareholder of such
Party or to such Party’s attorneys, accountants, consultants, advisors and other representatives if such Persons have a need to
know such information in order to perform their duties and/or properly advise such Party, provided, that such Person shall be bound by
an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of
this Section 2.7 by any such Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction
over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information,
provided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information
shall be deemed to be provided to any Person, including any Affiliate of Sponsor or Sellers, unless such Confidential Information is
actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of Sponsor or
Sellers solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”)
and has received Confidential Information unless a Shared Representative (x) conveys, shares or communicates, in any manner, Confidential
Information to such Affiliate or (y) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this
Investor Rights Agreement.


 




    	 



     


    




 


Section
2.8 Seller Representative. A decision, act, consent or instruction of the Seller Representative under this Article 2 shall constitute
a decision of all Sellers and shall be final, binding and conclusive upon each Seller, and the other Parties may rely upon any decision,
act, consent or instruction of the Seller Representative under this Article 2 as being the decision, act, consent or instruction of each
and every Seller. The other Parties are hereby relieved from any liability to any Person (including Sellers and their respective Affiliates)
for any acts done by it in accordance with such decision, act, consent or instruction of the Seller Representative. Notices or communications
to or from the Seller Representative shall constitute notice to or from each Seller for purposes of this Investor Rights Agreement. All
acts of the Seller Representative under this Article 2 in its capacity as such shall be deemed to be acts on behalf of Sellers. The service
by the Seller Representative shall be without compensation. Each Seller hereby consents and agrees to all actions or inactions taken
or omitted to be taken in good faith by the Seller Representative under this Investor Rights Agreement and hereby agrees to indemnify
and hold harmless, jointly and severally, the Seller Representative from and against all damages, losses, liabilities, charges, penalties,
costs and expenses (including court costs and legal fees and expenses) incurred or suffered by the Seller Representative acting in such
capacity, provided that the Seller Representative was acting in good faith.


 


Article
III 


REGISTRATION
RIGHTS


 


Section
3.1 Shelf Registration.


 


(a)
Filing. PubCo shall file, as soon as is reasonably practicable and in any event within forty-five (45) days of the Closing Date,
a Shelf Registration Statement covering the resale of all Registrable Securities (except as determined by PubCo pursuant to Section
3.7 as of two (2) Business Days prior to such filing) on a delayed or continuous basis. PubCo shall use its reasonable best efforts
to cause such Shelf Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the
earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the SEC notifies PubCo that it will “review”
the Shelf Registration Statement and (b) the tenth (10th) business day after the date PubCo 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. PubCo
shall maintain such Shelf Registration Statement in accordance with the terms of this Investor Rights Agreement, and shall prepare and
file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf Registration
Statement continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as of
which all Registrable Securities registered by such Shelf Registration Statement have been sold or cease to be Registrable Securities.
In the event PubCo files a Shelf Registration Statement on Form S-1, PubCo shall use its commercially reasonable efforts to convert such
Shelf Registration Statement (and any Subsequent Shelf Registration) to a Shelf Registration Statement on Form S-3 as soon as practicable
after PubCo is eligible to use Form S-3. PubCo shall also use its reasonable best efforts to file any replacement or additional Shelf
Registration Statement and use its reasonable best efforts to cause such replacement or additional Shelf Registration Statement to become
effective prior to the expiration of the initial Shelf Registration Statement filed pursuant to this Section 3.1(a). As soon as
reasonably practicable following the effective date of the Shelf Registration Statement filed pursuant to this Section 3.1(a),
PubCo shall notify the Holders of the effectiveness of such Shelf Registration Statement. On its effective date, the Shelf Registration
Statement will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act
and will not contain any untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.


 




    	 



     


    




 


(b)
Subsequent Shelf Registration. If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason
at any time while there remain any Registrable Securities registered by such Shelf Registration Statement, PubCo shall use its reasonable
best efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective under the
Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement),
and shall use its reasonable best efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner
reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file
an additional Registration Statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale
of all outstanding Registrable Securities registered by such prior Shelf Registration Statement. If a Subsequent Shelf Registration is
filed, PubCo shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities
Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be
an Automatic Shelf Registration Statement if PubCo is a Well-Known Seasoned Issuer), (ii) keep such Subsequent Shelf Registration continuously
effective, available for use and in compliance with the provisions of the Securities Act until such time as of which all Registrable
Securities registered by such Subsequent Shelf Registration have been sold or cease to be Registrable Securities and (iii) keep the Holders
reasonably informed in respect of the foregoing.


 


(c)
Suspension of Filing or Registration. If PubCo shall furnish to the Shelf Holders a certificate signed by the chief executive
officer or equivalent senior executive of PubCo, stating that the filing, effectiveness or continued use of any Shelf Registration Statement
would require PubCo to make an Adverse Disclosure, then PubCo shall have a period of not more than sixty (60) days within which to delay
the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement
that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf
Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more
than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a). Each Holder
shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents for the permitted
duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents
and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent
required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential
and (C) as required by law. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration
Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in
connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred
to above. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and
(i) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration
Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and
(ii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not
contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers
of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to
supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration
or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder
or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.


 




    	 



     


    




 


(d)
Shelf Take-Downs.


 


(i)
Generally. Subject to the terms and provisions of this Article III, following the Lock-Up Period, a Shelf Take-Down Initiating
Holder may initiate a Shelf Take-Down that, at the option of such Shelf Take-Down Initiating Holder (A) is in the form of an Underwritten
Shelf Take-Down or a Shelf Take-Down that is not an Underwritten Shelf Take-Down and (B) in the case of an Underwritten Shelf Take-Down,
is Non-Marketed or Marketed, in each case, as shall be specified in the written demand delivered by the Shelf Take-Down Initiating Holder
to PubCo pursuant to the provisions of this Section 3.1(d).


 


(ii)
Underwritten Shelf Take-Downs.


 


(A)
A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”)
for any Shelf Take-Down that it has initiated to be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”),
and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as
soon as practicable. The Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten
Shelf Take-Down shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided,
that such Underwriter or Underwriters shall be reasonably acceptable to PubCo.


 


(B)
With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder
otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 3.1(d)(ii), Section
3.1(d)(iii) or Section 3.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten
Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf
Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders
proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary
form with the Underwriter or Underwriters selected in accordance with Section 3.1(d)(ii)(A). Notwithstanding any other provision
of this Section 3.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per-security
offering price) require a limitation of the number of Registrable Securities to be underwritten in an Underwritten Shelf Take-Down, then
PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable
Securities that may be included in such Underwritten Shelf Take-Down shall be allocated pro rata among such Shelf Holders in proportion,
as nearly as practicable, to the respective amounts of Registrable Securities held by such Shelf Holders at the time of such Underwritten
Shelf Take-Down; provided, that any Registrable Securities thereby allocated to a Shelf Holder that exceeds such Shelf Holder’s
request shall be reallocated among the remaining Shelf Holders in like manner; and provided, further, that the number of Registrable
Securities to be included in such Underwritten Shelf Take-Down shall not be reduced unless all other Equity Securities of PubCo are first
entirely excluded from any contemporaneous Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down
by reason of the Underwriter’s marketing limitation shall be included in such underwritten offering.


 




    	 



     


    




 


(iii)
Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice
shall indicate in such notice that it delivers to PubCo pursuant to Section 3.1(d)(ii) whether it intends for such Underwritten
Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf
Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo shall promptly
(but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written
notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders under such Shelf Registration Statement and any such
Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the
receipt of such notice. Each such Shelf Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten
Shelf Take-Down subject to the terms and conditions of Section 3.1(d)(ii).


 


(iv)
Non-Marketed Underwritten Shelf Take-Downs. Any Shelf Take-Down Initiating Holder may initiate an Underwritten Shelf Take-Down
that is Non-Marketed (a “Non-Marketed Underwritten Shelf Take-Down”) by providing written notice thereof to PubCo
and PubCo shall provide written notice thereof to all other Shelf Holders. Any notice delivered pursuant to the immediately preceding
sentence shall include (A) the total number of Registrable Securities expected to be offered and sold in such Shelf Take-Down and (B)
the expected timing and plan of distribution of such Shelf Take-Down. For the avoidance of doubt, a Shelf Holder that is not a Shelf
Take-Down Initiating Holder cannot initiate a Shelf Take-Down.


 


Section
3.2 Demand Registrations.


 


(a)
Holders’ Demand for Registration. At any time when a Shelf Registration Statement is not effective pursuant to Section
3.1, Holders holding at least ten percent (10%) of the Registrable Securities or the holders of a majority of the Registrable Securities
then owned by Sponsor (and its Permitted Transferees) and the Other Holders (and their Permitted Transferees) at any time following the
Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) may request in writing (a “Demand
Registration Notice”) that PubCo shall file and effect a Registration Statement in connection with an Underwritten Offering
other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such
Holders. If at any time PubCo shall receive a Demand Registration Notice, PubCo shall:


 


(i)
within thirty (30) days following the receipt of a Demand Registration Notice (subject to compliance with any applicable covenants in
any underwriting agreement for a previous registration), file the appropriate Registration Statement; provided, that PubCo shall
not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated
to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the Demand Initiating Holders
a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness
of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period
(each, a “Demand Delay”) of not more than sixty (60) days within which to file such Registration Statement.; provided,
however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one (1) Demand Delay pursuant to this Section
3.2(a) and Shelf Suspension pursuant to Section 3.1(c). The Demand Initiating Holders shall keep confidential the fact that
a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until
otherwise notified by PubCo, except (A) for disclosure to the Demand Initiating Holders’ employees, agents and professional advisers
who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply
with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law.


 




    	 



     


    




 


(b)
Underwriting. If the Demand Initiating Holders intend to distribute the Registrable Securities covered by their demand by means
of an Underwritten Offering, they shall so advise PubCo as part of their demand made pursuant to this Section 3.2, and PubCo shall
include such information in the written notice referred to in Section 3.2(a). In such event, the right of the Holders’ registration
pursuant to this Section 3.2 shall be conditioned upon the Demand Initiating Holders’ participation in such Underwritten
Offering and the inclusion of the Demand Initiating Holders’ Registrable Securities in the Underwritten Offering to the extent
provided herein. PubCo, together with all holders of Registrable Securities of PubCo proposing to distribute their securities through
such Underwritten Offering, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected
by the Demand Initiating Holders and reasonably satisfactory to PubCo. Notwithstanding any other provision of this Section 3.2,
if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require
a limitation of the number of Registrable Securities to be underwritten, then PubCo shall so advise the Demand Initiating Holders, and
the number of Registrable Securities that may be included in the Demand Registration and Underwritten Offering shall be allocated pro
rata among the Demand Initiating Holders and other holders of Registrable Securities exercising a contractual or other right to dispose
of Registrable Securities in such Underwritten Offering thereof in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such persons at the time of filing the Registration Statement; provided, that any Registrable Securities
thereby allocated to any such person that exceed such person’s request shall be reallocated among the Demand Initiating Holders
and other requesting holders of Registrable Securities in like manner; and provided, further, that the number of Registrable Securities
to be included in such Underwritten Offering shall not be reduced unless all other Equity Securities of PubCo are first entirely excluded
from the Underwritten Offering. No Registrable Securities excluded from the Underwritten Offering by reason of the Underwriter’s
marketing limitation shall be included in such Demand Registration. If the Underwriter has not limited the number of Registrable Securities
to be underwritten, PubCo may include securities for its own account (or for the account of any other Persons) in such Demand Registration
if the Underwriter so agrees and if the number of Registrable Securities would not thereby be limited.


 


(c)
Effective Registration. PubCo shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to
such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter
period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if
such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwriters,
a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter or dealer (the applicable
period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand
Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental
agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration
are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a
participating Holder.


 




    	 



     


    




 


(d)
Priority of Demand Registration. Notwithstanding any other provision of this Section 3.2, if (i) the Demand Initiating
Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten offering and (ii)
the managing underwriters advise PubCo that, in their reasonable view, the number of Registrable Securities proposed to be included in
such offering (including Registrable Securities requested by the Holders to be included in such offering and any securities that the
PubCo or any other Person proposes to be included that are not Registrable Securities) exceeds the number of Equity Securities that can
be sold in such underwritten offering or the number of Equity Securities proposed to be included in such Demand Registration would adversely
affect the price per security proposed to be sold in such underwritten offering (in either situation, the “Maximum Offering
Size”), then PubCo shall so advise the Demand Initiating Holders with Registrable Securities requested to be included in such
underwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following
order of priority, up to the Maximum Offering Size: (A) first, the Registrable Securities requested to be included in such underwritten
offering by the Demand Initiating Holders up to the Maximum Offering Size; and (B) second, any securities proposed to be registered by
PubCo.


 


(e)
Demand Registration Withdrawal. Any Holder whose Registrable Securities were to be included in any such registration pursuant
to this Section 3.2 may elect to withdraw any or all of its Registrable Securities therefrom, without liability to any of the
other Holders and without prejudice to the rights of any such Holder to include Registrable Securities in any future registration (or
registrations), by written notice to PubCo and the Underwriter or Underwriters (if any) delivered prior to the effective date of the
relevant Demand Registration.


 


Section
3.3 Piggyback Registration.


 


(a)
If at any time or from time to time PubCo shall determine to register any of its Equity Securities, either for its own account or for
the account of security holders (other than in (i) a registration relating solely to employee benefit plans, (ii) a registration statement
on Form S-4 or Form S-8 (or such other similar successor forms then in effect under the Securities Act), (iii) a registration pursuant
to which PubCo is offering to exchange its own securities for other securities, (iv) a registration statement relating solely to dividend
reinvestment or similar plans, (v) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees
of debt securities of PubCo or any of its Subsidiaries that are convertible for Common Shares and that are initially issued pursuant
to Rule 144A and/or Regulation S (or any successor provision) of the Securities Act may resell such notes and sell the Common Shares
into which such notes may be converted or (vi) a registration pursuant to Section 3.1 or Section 3.2 hereof) PubCo shall:


 


(i)
promptly (but in no event less than ten (10) days before the anticipated filing date of the relevant Registration Statement) give to
each Holder written notice of such proposed filing (the “Piggyback Registration Notice”), such Piggyback Registration
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(s), 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 as such Holders may request in writing within five (5) days after receipt of the Piggyback
Registration Notice; and


 




    	 



     


    




 


(ii)
include in such Registration (and any related qualification under state securities laws or other compliance), and in any Underwritten
Offering involved therein, all the Registrable Securities specified in a written request or requests made within five (5) days after
receipt of a Piggyback Registration Notice by any Holder or Holders except as set forth in Section 3.3(c) below.


 


(b)
Notwithstanding anything herein to the contrary, this Section 3.3 shall not apply (i) prior to the expiration of the Lock-Up Period
in respect of any Holder, (ii) to any Shelf Take-Down irrespective of whether such Shelf Take-Down is an Underwritten Shelf Take-Down
or not an Underwritten Shelf Take-Down or (iii) following the Lock-Up Period, to any Distribution (if applicable).


 


(c)
Underwriting. If the Registration of which PubCo gives notice pursuant to Section 3.3(a) is for an Underwritten Offering,
PubCo shall so advise the Holders as a part of the written notice given pursuant to Section 3.3(a)(i). In such event the right
of any Holder to participate in such registration pursuant to this Section 3.3 shall be conditioned upon such Holder’s participation
in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering to the extent
provided herein. All Holders proposing to dispose of their Registrable Securities through such Underwritten Offering, together with PubCo
and the other parties distributing their Equity Securities of PubCo through such Underwritten Offering, shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Underwritten Offering by PubCo. Notwithstanding any
other provision of this Section 3.3, if the Underwriters shall advise PubCo that marketing factors (including, without limitation,
an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten,
then PubCo may limit the number of Registrable Securities to be included in the Registration and Underwritten Offering as follows:


 


(i)
If the Registration is initiated and undertaken for PubCo’s account, PubCo shall so advise all Holders of Registrable Securities
that have requested to participate in such offering, and the number of Registrable Securities that may be included in the Registration
and Underwritten Offering shall be allocated in the following manner: (A) first, to PubCo, (B) second, to the Holders of Registrable
Securities on a pro rata basis based on the total number of Registrable Securities held by such Holders and (C) third, to other holders
of Equity Securities of PubCo exercising a contractual or other right to dispose of such Equity Securities in such Underwritten Offering
on a pro rata basis based on the total number of Equity Securities of PubCo held by such persons; provided, in the case of this
foregoing clause (C) that any Registrable Securities or Equity Securities thereby allocated to any such person that exceed such
person’s request shall be reallocated among the remaining requesting Holders or other requesting holders, as applicable, in like
manner.


 




    	 



     


    




 


(ii)
If the Registration is initiated and undertaken at the request of one or more holders of Equity Securities of PubCo who are not Holders,
PubCo shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable
Securities that may be included in the Registration and Underwritten Offering shall be allocated in the following manner: (A) first,
to the initiating holders of Equity Securities of PubCo exercising a contractual or other right to dispose of such Equity Securities
in such Underwritten Offering, on a pro rata basis based on the total number of Equity Securities of PubCo, (B) second, to the Holders
of Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by such Holders, (C) third, to
PubCo, (D) fourth, to other holders of Equity Securities of PubCo exercising a contractual or other right to dispose of such Equity Securities
in such Underwritten Offering on a pro rata basis based on the total number of Equity Securities of PubCo held by such persons; provided,
in the case of this foregoing clause (D) that any Registrable Securities or Equity Securities thereby allocated to any such person
that exceed such person’s request shall be reallocated among the remaining requesting Holders or other requesting holders, as applicable,
in like manner.


 


No
such reduction pursuant to the foregoing paragraphs (i) and (ii) shall reduce the amount of Registrable Securities of the
selling Holders included in the Registration below twenty-five percent (25%) of the total amount of Equity Securities included in such
Registration. No securities excluded from the Underwritten Offering by reason of the Underwriter’s marketing limitation shall be
included in such Registration.


 


(d)
Right to Terminate Registration. PubCo shall have the right to terminate or withdraw any Registration initiated by it under this
Section 3.3 prior to the effectiveness of such Registration whether or not any Holder has elected to include Registrable Securities
in such Registration.


 


(e)
Priority of Piggyback Registrations. PubCo shall use commercially reasonable efforts to cause the managing underwriter or underwriters
of a proposed underwritten offering to permit the Holders who have submitted a Piggyback Registration Notice in connection with such
offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Registration Notice on the
same terms and conditions as any other Equity Securities included in the offering. Notwithstanding the foregoing, if the managing underwriter
or underwriters advise PubCo that the number of Registrable Securities exceeds the Maximum Offering Size, then PubCo shall so advise
the Holders with Registrable Securities requested to be included in such underwritten offering, and shall include in such offering the
number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first,
the Registrable Securities proposed to be registered by PubCo up to the Maximum Offering Size; (B) second, on a pro rata basis, the Registrable
Securities requested by the Holders to be included in such underwritten offering; and (C) third, the Registrable Securities requested
to be included in such underwritten offering by securityholders other than the Holders.


 


(f)
Piggyback Registration Withdrawal. Any Holder whose Registrable Securities were to be included in any such registration pursuant
to this Section 3.3 may elect to withdraw any or all of its Registrable Securities therefrom, without liability to any of the
other Holders and without prejudice to the rights of any such Holder to include Registrable Securities in any future registration (or
registrations), by written notice to PubCo and the Underwriter or Underwriters (if any) delivered prior to the effective date of the
relevant Registration Statement.


 




    	 



     


    




 


Section
3.4 Expenses of Registration. All Registration Expenses incurred in connection with all Registrations or other Transfers effected
pursuant to or permitted by this Investor Rights Agreement (including any Distribution), shall be borne by PubCo. It is acknowledged
by the Holders that the Holders selling or otherwise Transferring any Registrable Securities in any Registration or Transfer shall bear
all incremental selling expenses relating to the sale or Transfer of such Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing such Holders, in each case pro rata based on the number of Registrable
Securities that such Holders have sold or Transferred in such Registration.


 


Section
3.5 Obligations of PubCo. Whenever required under this Article III to effect the Registration of any Registrable Securities,
PubCo shall, as expeditiously as reasonably possible:


 


(a)
prepare and file with the SEC 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;


 


(b)
prepare and file with the SEC such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus
used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance
with the intended methods of disposition by sellers thereof set forth in such Registration Statement;


 


(c)
permit any Holder that might be deemed to be a controlling person of PubCo to participate in good faith in the preparation of such Registration
Statement and to cooperate in good faith to include therein material, furnished to PubCo in writing, that in the reasonable judgment
of such Holder and its counsel should be included;


 


(d)
furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectus, including all exhibits thereto
and documents incorporated by reference therein and a preliminary prospectus, 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;


 




    	 



     


    




 


(e)
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(s) of such offering; each Holder participating in such underwriting shall also enter into and perform
its obligations under such an agreement;


 


(f)
notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof
is received by PubCo of any written comments by the SEC or any request by the SEC or any other federal or state Governmental Entity for
amendments or supplements to such Registration Statement or such Prospectus or for additional information;


 


(g)
notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a Prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such
Registration Statement, as then in effect, includes an untrue statement of a material fact or 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;


 


(h)
notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof
is received by PubCo of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any
order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation
or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable
Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;


 


(i)
use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement
or of any order preventing or suspending the use of any preliminary or final Prospectus and, if any such order is issued, to obtain the
withdrawal of any such order as soon as practicable;


 


(j)
make available for inspection by each Holder including Registrable Securities in such Registration, any Underwriter participating in
any distribution pursuant to such Registration, and any attorney, accountant or other agent retained by such Holder or Underwriter, all
financial and other records, pertinent corporate documents and properties of PubCo, as such parties may reasonably request, and cause
PubCo’s officers, directors and employees to supply all information reasonably requested by any such Holder, Underwriter, attorney,
accountant or agent in connection with such Registration Statement;


 




    	 



     


    




 


(k)
use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration
Statement, the Underwriters, if any, and their respective counsel, in connection with the Registration or qualification of such Registrable
Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United
States as any such Holder or Underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other
things reasonably necessary or advisable to keep such Registration or qualification in effect for such period as required by Section
3.1(b) and Section 3.2(c), as applicable; provided, that PubCo shall not be required to qualify generally to do business
in any jurisdiction where it is not then so qualified or take any action that would subject it to taxation or service of process in any
such jurisdiction where it is not then so subject;


 


(l)
in the case of an Underwritten Offering, obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement
and to the Underwriters an opinion or opinions from counsel for PubCo, dated the date of the closing under the underwriting agreement,
in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Holders or Underwriters, as the case
may be, and their respective counsel;


 


(m)
in the case of an Underwritten Offering, obtain for delivery to PubCo and the Underwriters, with copies to the Holders of Registrable
Securities included in such Registration, a cold comfort letter from PubCo’s independent certified public accountants in customary
form and covering such matters of the type customarily covered by cold comfort letters as the managing Underwriter or Underwriters reasonably
request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;


 


(n)
use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any securities
exchange or automated quotation system on which the Common Shares or other Equity Securities of PubCo, as applicable, are then listed;


 


(o)
provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration
Statement from and after a date not later than the effective date of such Registration Statement;


 


(p)
cooperate with Holders including Registrable Securities in such Registration and the managing Underwriters, if any, to facilitate the
timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations
and registered in such names as such Holders or the managing Underwriters may request at least two (2) Business Days prior to any sale
of Registrable Securities;


 


(q)
use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably
practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated
thereunder;


 




    	 



     


    




 


(r)
in the case of an Underwritten Offering that is Marketed, cause the senior executive officers of PubCo to participate in the customary
“road show” presentations that may be reasonably requested by the Underwriters and otherwise to facilitate, cooperate with
and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and


 


(s)
otherwise, in good faith, reasonably cooperate with, and take such customary actions as may reasonably be requested by, the Holders,
in connection with such Registration.


Section
3.6 Indemnification.


 


(a)
PubCo will, and does hereby undertake to, indemnify and hold harmless each Holder of Registrable Securities and each of such Holder’s
officers, directors, trustees, employees, partners, managers, members, equityholders, beneficiaries, affiliates and agents and each Person,
if any, who controls such Holder, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, with
respect to any Registration, qualification, compliance or sale effected pursuant to this Article III, and each Underwriter, if
any, and each Person who controls any Underwriter, of the Registrable Securities held by or issuable to such Holder, against all claims,
losses, damages and liabilities (or actions in respect thereto) to which they may become subject under the Securities Act, the Exchange
Act, or other federal or state law arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular, free writing prospectus or other similar document (including any related Registration
Statement, notification, or the like) incident to any such Registration, qualification, compliance or sale effected pursuant to this
Article III, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances in which they were made, (ii) any violation or
alleged violation by PubCo of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection
with any such Registration, qualification, compliance or sale, or (iii) any failure to register or qualify Registrable Securities in
any state where PubCo or its agents have affirmatively undertaken or agreed in writing (including pursuant to Section 3.5(k))
that PubCo (the undertaking of any Underwriter being attributed to PubCo) will undertake such Registration or qualification on behalf
of the Holders of such Registrable Securities (provided, that in such instance PubCo shall not be so liable if it has undertaken
its reasonable best efforts to so register or qualify such Registrable Securities) and will reimburse, as incurred, each such Holder,
each such Underwriter and each such director, officer, trustee, employee, partner, manager, member, equityholder, beneficiary, affiliate,
agent and controlling person, for any legal and any other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action; provided, that PubCo will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission made in reliance and
in conformity with written information furnished to PubCo by such Holder or Underwriter expressly for use therein.


 




    	 



     


    




 


(b)
Each Holder (if Registrable Securities held by or issuable to such Holder are included in such Registration, qualification, compliance
or sale pursuant to this Article III) does hereby undertake to indemnify and hold harmless, severally and not jointly, PubCo,
each of its officers, directors, employees, affiliates and agents and each Person, if any, who controls PubCo within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, each Underwriter, if any, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such Registration Statement, prospectus, offering circular, free writing prospectus or other document, or any omission
(or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances in which they were made, and will reimburse, as incurred, PubCo, each of its officers, directors,
employees, affiliates and agents and each Person, if any, who controls PubCo within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, each Underwriter, if any, for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or action, 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 made in such Registration Statement, prospectus,
offering circular, free writing prospectus or other document, in reliance upon and in conformity with written information that (i) relates
to such Holder in its capacity as a selling security holder and (ii) was furnished to PubCo by such Holder expressly for use therein;
provided, however, that the aggregate liability of each Holder hereunder shall be limited to the net proceeds after underwriting
discounts and commissions received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
It is understood and agreed that the indemnification obligations of each Holder pursuant to any underwriting agreement entered into in
connection with any Registration Statement shall be limited to the obligations contained in this Section 3.6(b).


 


(c)
Each party entitled to indemnification under this Section 3.6 (the “Indemnified Party”) shall give notice to
the party required to provide such indemnification (the “Indemnifying Party”) of any claim as to which indemnification
may be sought promptly after such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be subject to approval by the Indemnified Party (whose approval shall not be unreasonably
withheld) and the Indemnified Party may participate in such defense at the Indemnifying Party’s expense if representation of such
Indemnified Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other
party represented by such counsel in such proceeding; and provided, further, that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 3.6, except to the extent
that such failure to give notice materially prejudices the Indemnifying Party in the defense of any such claim or any such litigation.
An Indemnifying Party, in the defense of any such claim or litigation, may, without the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that (i) includes as a term thereof the giving by the claimant or plaintiff therein
to such Indemnified Party of an unconditional release from all liability with respect to such claim or litigation and (ii) does not include
any recovery (including any statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Indemnified
Party) other than monetary damages and provided, that any sums payable in connection with such settlement are paid in full by
the Indemnifying Party.


 




    	 



     


    




 


(d)
In order to provide for just and equitable contribution in case indemnification is prohibited or limited by law, the Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of such 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 material fact or omission
or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified
Party, and such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such actions;
provided, however, that, in any case, (i) no Holder will be required to contribute any amount in excess of the net proceeds
after Underwriting discounts and commissions received by such Holder upon the sale of the Registrable Securities giving rise to such
contribution obligation and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


(e)
The indemnities provided in this Section 3.6 shall survive the Transfer of any Registrable Securities by such Holder.


 


Section
3.7 Information by Holder. The Holder or Holders of Registrable Securities included in any Registration shall furnish to PubCo
such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as PubCo may reasonably request
in writing and as shall be required in connection with any Registration, qualification or compliance referred to in this Article III.
Each Holder agrees, if requested in writing by PubCo, to represent to PubCo the total number of Registrable Securities held by such Holder
in order for PubCo to make determinations under this Investor Rights Agreement, including for purposes of Section 3.9 hereof.
Notwithstanding anything to the contrary contained in this Investor Rights Agreement, if any Holder does not provide PubCo with information
requested pursuant to this Section 3.7, PubCo may exclude such Holder’s Registrable Securities from the applicable Registration
Statement or Prospectus if PubCo determines, based on the advice of outside counsel, that such information is necessary to effect the
Registration and such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten Offering
of Equity Securities of PubCo pursuant to a Registration under this Investor Rights Agreement unless such Person completes and executes
all customary questionnaires, powers of attorney, custody agreements, indemnities, lock-up agreements, underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements. Subject to the minimum thresholds
set forth in Section 3.1(d)(ii) and Section 3.2(a) of this Investor Rights Agreement, the exclusion of a Holder’s
Registrable Securities as a result of this Section 3.7 shall not affect the registration of the other Registrable Securities to
be included in such Registration.


 




    	 



     


    




 


Section
3.8 Delay of Registration. No Holder shall have any right to obtain, and hereby waives any right to seek, an injunction restraining
or otherwise delaying any such Registration as the result of any controversy that might arise with respect to the interpretation or implementation
of this Article III.


 


Section
3.9 Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC
that may permit the sale of the Registrable Securities to the public without Registration, PubCo agrees to use its reasonable best efforts
to:


 


(a)
make and keep current public information available, within the meaning of Rule 144 (or any similar or analogous rule) promulgated under
the Securities Act, at all times;


 


(b)
file with the SEC, in a timely manner, all reports and other documents required of PubCo under the Securities Act and Exchange Act; and


 


(c)
so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request (i) a written statement by PubCo as
to its compliance with the reporting requirements of said Rule 144 (at any time commencing after the Lock-Up Period), the Securities
Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of PubCo and such other reports and documents so
filed by PubCo with the SEC and (iii) such other information, reports and documents as a Holder may reasonably request in availing itself
of any rule or regulation of the SEC allowing it to sell any such securities without Registration.


 


Section
3.11 Other Obligations. In connection with a Transfer of Registrable Securities exempt from Section 5 of the Securities Act or
through any broker-dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration
Statement of which such Prospectus forms a part, PubCo shall, subject to applicable Law, as interpreted by PubCo with the advice of counsel,
and the receipt of any customary documentation required from the applicable Holders in connection therewith, (a) promptly instruct its
transfer agent to remove any restrictive legends applicable to the Registrable Securities being Transferred and (b) cause its legal counsel
to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under the foregoing clause
(a). In addition, PubCo shall cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with the aforementioned Transfers; provided, however, that PubCo shall have no obligation to participate
in any “road shows” or assist with the preparation of any offering memoranda or related documentation with respect to any
Transfer of Registrable Securities in any transaction that does not constitute an Underwritten Offering.


 


Section
3.12 Other Registration Rights. Other than the registration rights set forth in the Original RRA, PubCo represents and warrants
that no Person, other than a Holder of Registrable Securities pursuant to this Investor Rights Agreement, has any right to require PubCo
to register any securities of PubCo for sale or to include such securities of PubCo in any Registration Statement filed by PubCo for
the sale of securities for its own account or for the account of any other Person. Further, each of PubCo and Sponsor represents and
warrants that this Investor Rights Agreement supersedes any other registration rights agreement or agreement (including the Original
RRA).


 




    	 



     


    

 


Section
3.13 Term. Article III shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable
Securities. The provisions of Section 3.6 shall survive any such termination with respect to such Holder.


 


Section
3.14 Termination of Original RRA. Upon the Closing, PubCo and Sponsor hereby agree that the Original RRA and all of the respective
rights and obligations of the parties thereunder are hereby terminated in their entirety and shall be of no further force or effect.


 


Article
IV 


LOCK-UP


 


Section
4.1 Lock-Up.


 


(a)
Each Holder (other than Sponsor and the Other Holders) severally, and not jointly, agrees with PubCo not to effect any Transfer, or make
a public announcement of any intention to effect such Transfer, of any Lock-Up Shares (as defined below) Beneficially Owned or otherwise
held by such Person during the Lock-Up Period; provided, that such prohibition shall not apply to Transfers permitted pursuant
to Section 4.2. Notwithstanding anything to the contrary, and without limiting the foregoing, IODA S.A. agrees with PubCo not
to effect any Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Shares Beneficially Owned
or otherwise held by IODA S.A. if such Transfer would result in a default or event of default (whether with notice, passage of time or
otherwise) under the credit facility, dated as of June 15, 2022, by and among BNP Paribas, Digital Virgo Group and such other parties
to the agreement as set forth therein. The “Lock-Up Shares” means the Registrable Securities held by the Holders (other
than Sponsor and the Other Holders) as of the Closing Date.


 


(b)
During the Lock-Up Period, any purported Transfer of Lock-Up Shares not in accordance with this Investor Rights Agreement shall be null
and void, and PubCo shall refuse to recognize any such Transfer for any purpose.


 


(c)
The Holders acknowledge and agree that, notwithstanding anything to the contrary contained in this Investor Rights Agreement, the Lock-Up
Shares Beneficially Owned by such Person shall remain subject to any restrictions on Transfer under applicable securities Laws of any
Governmental Entity, including all applicable holding periods under the Securities Act and other rules of the SEC.


 




    	 



     


    

 


Section
4.2 Permitted Transfers. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up
Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (a) any of such Person’s
Permitted Transferees, upon written notice to PubCo, or (b) (i) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (ii) in the case of an individual, pursuant to a qualified domestic relations order; or (iii) pursuant
to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s shareholders having the
right to exchange their Common Shares for cash, securities or other property subsequent to the Closing; provided, that in connection
with any Transfer of such Lock-Up Shares pursuant to clause (a) or (b) above, (x) the restrictions and obligations contained
in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares
and such Transferee shall agree to be bound by such restrictions and obligations in writing and acknowledged by PubCo, and (y) the Transferee
of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee
is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares pursuant to this Section
4.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Investor Rights Agreement by
executing and delivering a joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee
will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement.
Notwithstanding the foregoing provisions of this Section 4.2, a Holder may not make a Transfer to a Permitted Transferee if such
Transfer has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this
Investor Rights Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee
(A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up
Shares, or (B) followed by a change in the relationship between the Holder and the Permitted Transferee (or a change of control of such
Holder or Permitted Transferee) after the Transfer with the result and effect that the Holder has indirectly made a Transfer of Lock-Up
Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this Article IV had such change
in such relationship occurred prior to such Transfer).


 


Article
V 


GENERAL
PROVISIONS


 


Section
5.1 Assignment; Successors and Assigns; No Third Party Beneficiaries.


 


(a)
Except as otherwise permitted pursuant to this Investor Rights Agreement, no Party may assign such Party’s rights and obligations
under this Investor Rights Agreement, in whole or in part, without the prior written consent of the other Principal Parties. Any such
assignee may not again assign those rights, other than in accordance with this Article V. Any attempted assignment of rights or
obligations in violation of this Article V shall be null and void.


 




    	 



     


    




 


(b)
Notwithstanding anything to the contrary contained in this Investor Rights Agreement (other than the succeeding sentence of this Section
5.1(b)), (i) prior to the expiration of the Lock-Up Period to the extent applicable to such Holder, no Holder may Transfer such Holder’s
rights or obligations under this Investor Rights Agreement in connection with a Transfer of such Holder’s Registrable Securities,
in whole or in part, except in connection with a Transfer pursuant to Section 4.2, and (ii) after the expiration of the Lock-up
Period to the extent applicable to such Holder, a Holder may Transfer such Holder’s rights or obligations under this Investor Rights
Agreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in part, to (x) any of such Holder’s
Permitted Transferees (other than any charitable organization), or (y) any Person with the prior written consent of PubCo. In no event
can any Principal Party assign any of such Person’s rights under Article II. Any Transferee of Registrable Securities (other
than pursuant to an effective registration statement under the Securities Act, pursuant to a Rule 144 transaction or pursuant to any
Distribution) shall, except as otherwise expressly stated herein, have all the rights and be subject to all of the obligations of the
Transferor Holder under this Investor Rights Agreement and shall be required, at the time of and as a condition to such Transfer, to
become a party to this Investor Rights Agreement by executing and delivering a joinder in the form attached to this Investor Rights Agreement
as Exhibit A. No Transfer of Registrable Securities by a Holder shall be registered on PubCo’s books and records, and such
Transfer of Registrable Securities shall be null and void and not otherwise effective, unless any such Transfer is made in accordance
with the terms and conditions of this Investor Rights Agreement, and PubCo is hereby authorized by all of the Holders to enter appropriate
stop transfer notations on its transfer records to give effect to this Investor Rights Agreement.


 


(c)
All of the terms and provisions of this Investor Rights Agreement shall be binding upon the Parties and their respective successors,
assigns, heirs and representatives, but shall inure to the benefit of and be enforceable by the successors, assigns, heirs and representatives
of any Party only to the extent that they are permitted successors, assigns, heirs and representatives pursuant to the terms of this
Investor Rights Agreement.


 


(d)
Nothing in this Investor Rights Agreement, express or implied, is intended to confer upon any Party, other than the Parties and their
respective permitted successors, assigns, heirs and representatives, any rights or remedies under this Investor Rights Agreement or otherwise
create any third-party beneficiary hereto.


 


Section
5.2 Termination. Except for Section 2.1(g) (which section shall terminate at such time as the Principal Parties and their
Permitted Transferees are no longer entitled to any rights pursuant to such section), Article II shall terminate automatically
(without any action by any Party) as to the Parties at such time at which such Party no longer has the right to designate an individual
for nomination to the Board under this Investor Rights Agreement. Except for Section 3.6 (which section shall terminate at such
time as the Parties and their Permitted Transferees are no longer entitled to any rights pursuant to such section), Article III
of this Investor Rights Agreement shall terminate as set forth in Section 3.13. The remainder of this Investor Rights Agreement
shall terminate automatically (without any action by any Party) as to each Holder when such Holder, following the Closing Date, ceases
to Beneficially Own any Registrable Securities; provided, that the provisions of Section 5.11, Section 5.12 and
Section 5.13 shall survive any such termination with respect to such Holder. Notwithstanding anything herein to the contrary,
in the event the Business Combination Agreement terminates in accordance with its terms prior to the Closing, this Investor Rights Agreement
shall automatically terminate and be of no further force or effect, without any further action required by the Parties.


 


Section
5.3 Severability. If any provision of this Investor Rights Agreement is determined to be invalid, illegal or unenforceable by
any Governmental Entity, the remaining provisions of this Investor Rights Agreement, to the extent permitted by Law, shall remain in
full force and effect.


 




    	 



     


    

 


Section
5.4 Entire Agreement; Amendments; No Waiver.


 


(a)
This Investor Rights Agreement, together with the Exhibit to this Investor Rights Agreement, the Business Combination Agreement and all
Ancillary Agreements (as such term is defined in the Business Combination Agreement), constitute the entire agreement among the Parties
with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and discussions,
whether oral or written, relating to such subject matter in any way and there are no warranties, representations or other agreements
among the Parties in connection with such subject matter except as set forth in this Investor Rights Agreement and therein.


 


(b)
No provision of this Investor Rights Agreement may be amended or modified in whole or in part at any time without the express written
consent of (i) PubCo, (ii) for so long as any Principal Party collectively Beneficially Owns Common Shares representing ten percent (10%)
or more of the Common Shares Beneficially Owned by such Person immediately after the Closing, such Person and (iii) in any event, at
least the Holders holding in the aggregate more than fifty percent (50%) of the Registrable Securities Beneficially Owned by the Holders;
provided, that any such amendment or modification that adversely and disproportionately affects any Holder or Holders, as compared
to any other Holder or Holders, shall require the prior written consent of such Holders who Beneficially Own a majority of the Registrable
Securities Beneficially Owned by all such Holders so adversely and disproportionately affected; provided, further that any amendment
or modification to Article III, Article IV, Section 5.12, Section 5.13, Section 5.15 or this Section
5.4 that adversely affects any right granted to any Principal Party shall require the consent of such Principal Party; provided,
further that any amendment or modification to Article II that adversely affects any right granted to any Principal Party shall
require the consent of such Principal Party; provided, further that a provision that has terminated with respect to a Party shall
not require any consent of such Party (and such Party’s Common Shares shall not be considered in computing any percentages) with
respect to amending or modifying such provision.


 


(c)
No waiver of any provision or default under, nor consent to any exception to, the terms of this Investor Rights Agreement shall be effective
unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided.


 


Section
5.5 Counterparts; Electronic Delivery. This Investor Rights Agreement and any other agreements, certificates, instruments and
documents delivered pursuant to this Investor Rights Agreement may be executed and delivered in one or more counterparts by fax, email
or other electronic transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement.
No Party shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of a contract
and each Party forever waives any such defense. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Investor Rights Agreement or any document to be signed in connection with this Investor
Rights Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use
of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder
by electronic means.


 




    	 



     


    




 


Section
5.6 Notices. All notices, demands and other communications to be given or delivered under this Investor Rights Agreement shall
be in writing and shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or
received by email (with confirmation of transmission) prior to 5:00 p.m. eastern time on a Business Day and, if otherwise, on the next
Business Day, (b) one (1) Business Day following sending by reputable overnight express courier (charges prepaid) or (c) three (3) calendar
days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified
in writing pursuant to the provisions of this Section 5.6, notices, demands and other communications shall be sent to the addresses
indicated below:


 


if
to PubCo, to:


 


Goal
Acquisitions Corp.


12600
Hill Country Blvd, Building R, Suite 275


Bee
Cave, Texas 78738


Attn:
Harvey Schiller


E-mail:
Harvey@goalacquisitions.com


 


with
a copy (which shall not constitute notice) to:


 


Proskauer
Rose LLP


2029
Century Park East, Suite 2400


Los
Angeles, CA 90067


Attention:
Will Chuchawat


Email:
WChuchawat@proskauer.com


 


if
to any of the Sellers, to:


 


IODA
S.A.6 Rue du Fort Bourbon


1249
Luxembourg


Attn:
Eric Peyre and Emmanuel Lebeau


E-mail:
eric.peyre@digitalvirgo.com and Emmanuel.lebeau@fifo.lu


 


with
a copy (which shall not constitute notice) to:


 


Peltier
Juvigny Marpeau & Associés


49,
avenue de l’Opéra


75002
Paris – France


Attn:
Frédéric Peltier


E-mail:
f.peltier@pjmassocies.com


 




    	 



     


    

 


and:


 


Winston
& Strawn LLP


68,
rue du Faubourg Saint Honoré


75008
Paris – France


Attn:
Annie Maudouit-Ridde and Michael Blankenship


E-mail: amaudouit@winston.com and MBlankenship@winston.com


 


if
to Sponsor, to:


 


Goal
Acquisitions Sponsor LLC


12600
Hill Country Blvd, Building R, Suite 275


Bee
Cave, Texas 78738


Attn:
Alex Greystoke


E-mail:
alexhsc2@gmail.com


 


with
a copy (which shall not constitute notice) to:


 


Proskauer
Rose LLP


2029
Century Park East, Suite 2400


Los
Angeles, CA 90067


Attention:
Will Chuchawat


Email:
WChuchawat@proskauer.com


 


Section
5.7 Governing Law; Waiver of Jury Trial; Jurisdiction.


 


(a)
This Investor Rights Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without reference
to its choice of law rules).


 


(b)
Any dispute, controversy, difference, or claim based on, arising out of or relating to this Agreement or the transactions contemplated
hereby shall be governed by Section 9.04 of the Business Combination Agreement, which is hereby incorporated by reference.


 


Section
5.8 Specific Performance. The parties hereto acknowledge that money damages would not be an adequate remedy at law if any Party
fails to perform any of its obligations hereunder and accordingly agree that each party, in addition to any other remedy to which it
may be entitled at law or in equity, shall be entitled to an injunction or similar equitable relief restraining such party from committing
or continuing any such breach or threatened breach and to compel specific performance of the obligations of any other party under this
Investor Rights Agreement, without the posting of any bond. If any action should be brought in equity to enforce any of the provisions
of this Investor Rights Agreement, none of the parties shall raise the defense that there is an adequate remedy at law. No remedy shall
be exclusive of any other remedy, and all available remedies shall be cumulative.


 




    	 



     


    




 


Section
5.9 Subsequent Acquisition of Shares. Any Equity Securities of PubCo acquired subsequent to the Effective Date by a Holder shall
be subject to the terms and conditions of this Investor Rights Agreement and such shares shall be considered to be “Registrable
Securities” as such term is used in this Investor Rights Agreement.


 


Section
5.10 Consents, Approvals and Actions. If any consent, approval or action of a Principal Party is required or permitted at any
time pursuant to this Investor Rights Agreement, such consent, approval or action shall be deemed given if the holders of a majority
of the outstanding Equity Securities of PubCo held by such Principal Party at such time provide such consent, approval or action in writing
at such time.


 


Section
5.11 Not a Group; Independent Nature of Holders’ Obligations and Rights. The Holders and PubCo agree that the arrangements
contemplated by this Investor Rights Agreement are not intended to constitute the formation of a “group” (as defined in Section
13(d)(3) of the Exchange Act). Each Holder agrees that, for purposes of determining beneficial ownership of such Holder, it shall disclaim
any beneficial ownership by virtue of this Investor Rights Agreement of PubCo’s Equity Securities owned by the other Holders, and
PubCo agrees to recognize such disclaimer in its Exchange Act and Securities Act reports. The obligations of each Holder under this Investor
Rights Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for
the performance of the obligations of any other Holder under this Investor Rights Agreement. Nothing contained herein, and no action
taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as, and PubCo acknowledges that the Holders do not so
constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders
are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Investor
Rights Agreement, and PubCo acknowledges that the Holders are not acting in concert or as a group, and PubCo shall not assert any such
claim, with respect to such obligations or the transactions contemplated by this Investor Rights Agreement. Subject to Section 5.17,
the decision of each Holder to enter into this Investor Rights Agreement has been made by such Holder independently of any other Holder.
Subject to Section 5.17, each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such
Holder making its investment in PubCo and that no other Holder will be acting as agent of such Holder in connection with monitoring such
Holder’s investment in the Common Shares or enforcing its rights under this Investor Rights Agreement. PubCo and each Holder confirms
that each Holder has had the opportunity to independently participate with PubCo and its Subsidiaries in the negotiation of the transaction
contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce
its rights, including, without limitation, the rights arising out of this Investor Rights Agreement, and it shall not be necessary for
any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate
the rights and obligations contemplated hereby was solely in the control of PubCo, not the action or decision of any Holder, and was
done solely for the convenience of PubCo and its Subsidiaries and not because it was required to do so by any Holder. It is expressly
understood and agreed that each provision contained in this Investor Rights Agreement is between PubCo and a Holder, solely, and not
between PubCo and the Holders collectively and not between and among the Holders.


 




    	 



     


    

 


Section
5.12 Other Business Opportunities.


 


(a)
The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) each of Sponsor and Sellers (including
(A) their respective Affiliates, (B) any portfolio company in which they or any of their respective Affiliates have made a debt or equity
investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect
investors), the Sponsor Directors and the Sellers Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise)
not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those
engaged in the same or similar business activities or lines of business as PubCo or any of its Subsidiaries or deemed to be competing
with PubCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder
of any other Person, with no obligation to offer to PubCo or any of its Subsidiaries, or any other Holder the right to participate therein;
(ii) each of Sponsor and Sellers (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their
respective Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing
members or other similar direct or indirect investors), the Sponsor Directors and the Sellers Directors may invest in, or provide services
to, any Person that directly or indirectly competes with PubCo or any of its Subsidiaries; and (iii) in the event that Sponsor or Sellers
(including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective Affiliates have made a
debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct
or indirect investors), a Sponsor Director or a Sellers Director, respectively, acquires knowledge of a potential transaction or matter
that may be a corporate or other business opportunity for PubCo or any of its Subsidiaries, such Person shall have no duty (fiduciary,
contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its Subsidiaries or any other Holder,
as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to PubCo
or any of its Subsidiaries or any other Holder (or its Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason
of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another
Person or does not present such opportunity to PubCo or any of its Subsidiaries or any other Holder (or its Affiliates). For the avoidance
of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable
law, any right of PubCo or any of its Subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed
to effect such disclaimer and renunciation to the fullest extent permitted by law.


 


(b)
Each of the Parties hereby, to the fullest extent permitted by applicable law:


 


(i)
confirms that none of Sponsor or Sellers or any of their respective Affiliates have any duty to PubCo or any of its Subsidiaries or to
any other Holder other than the specific covenants and agreements set forth in this Investor Rights Agreement or any other agreement
entered into by such Party;


 




    	 



     


    




 


(ii)
acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its Subsidiaries, on the one hand,
and Sponsor or Sellers or any of their respective Affiliates (or any Sponsor Director or Sellers Director acting in his or her capacity
as such), on the other hand, Sponsor or Sellers or applicable Affiliates (or any Sponsor Director or Sellers Director acting in his or
her capacity as a director) may act in its best interest and (B) none of Sponsor or Sellers or any of their respective Affiliates or
any Sponsor Director or Sellers Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any
of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2)
to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the
interest of PubCo or its Subsidiaries over the interest of such Person; and


 


(iii)
waives any claim or cause of action against Sponsor and Sellers and any of their respective Affiliates, and any officer, employee, agent
or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation
disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii).


 


(c)
Each of the Parties agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 5.12 shall
not apply to any alleged claim or cause of action against Sponsor based upon the breach or nonperformance by such Person of this Investor
Rights Agreement or any other agreement to which such Person is a party.


 


(d)
The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of Sponsor or Sellers or any
of their respective Affiliates or any Sponsor Director or Sellers Director otherwise existing at law or in equity, are agreed by the
Parties to replace such other duties and liabilities of Sponsor or Sellers or any of their respective Affiliates or any such Sponsor
Director or Sellers Director to the fullest extent permitted by applicable law.





 




    	 



     


    

 


Section
5.13 Indemnification; Exculpation.


 


(a)
PubCo will, and PubCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Holders and each
of their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries,
managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors,
officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Holder
Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses,
damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred
by the Holder Indemnitees or any of them before or after the date of this Investor Rights Agreement (collectively, the “Indemnified
Liabilities”), arising out of any action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each,
an “Action”) arising directly or indirectly out of, or in any way relating to, (i) any Holder’s or its Affiliates’
ownership of Equity Securities of PubCo or control or ability to influence PubCo or any of its Subsidiaries (other than any such Indemnified
Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Holder Indemnitee
or its Affiliates or other related Persons or the breach of any fiduciary or other duty or obligation of such Holder Indemnitee to its
direct or indirect equity holders, creditors or Affiliates, (y) to the extent such control or the ability to control PubCo or any of
its Subsidiaries derives from such Holder’s or its Affiliates’ capacity as an officer or director of PubCo or any of its
Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the
business, operations, properties, assets or other rights or liabilities of PubCo or any of its Subsidiaries or (iii) any services provided
prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective
Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable
for any reason, PubCo will, and will cause its Subsidiaries to, make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.13, none of the circumstances
described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable
judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply
to any Holder Indemnitee as to any previously advanced indemnity payments made by PubCo or any of its Subsidiaries, then such payments
shall be promptly repaid by such Holder Indemnitee to PubCo and its Subsidiaries. The rights of any Holder Indemnitee to indemnification
hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Holder
Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing
documents of PubCo or its Subsidiaries.


 


(b)
PubCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Holder Indemnitee for all reasonable costs
and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred
in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Holder Indemnitee
would be entitled to indemnification under the terms of this Section 5.13, or any action or proceeding arising therefrom, whether
or not such Holder Indemnitee is a party thereto. PubCo or its Subsidiaries, in the defense of any Action for which a Holder Indemnitee
would be entitled to indemnification under the terms of this Section 5.13, may, without the consent of such Holder Indemnitee,
consent to entry of any judgment or enter into any settlement if and only if it (i) includes as a term thereof the giving by the claimant
or plaintiff therein to such Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does
not impose any limitations (equitable or otherwise) on such Holder Indemnitee, and (iii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of such Holder Indemnitee, and provided, that the only penalty imposed
in connection with such settlement is a monetary payment that will be paid in full by PubCo or its Subsidiaries.


 




    	 



     


    




 


(c)
PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily
responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable
Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law and
the Organizational Documents, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any
other agreement between PubCo or any of its Subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder
Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Subsidiary of PubCo and/or (v) the
Organizational Documents of any Subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”),
irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its Subsidiaries or the insurer
under and pursuant to an insurance policy of PubCo or any of its Subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification
with respect to which, in whole or in part, PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively,
the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its Subsidiaries be entitled to any
right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee
may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations
of PubCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall
make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall,
and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent
of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed
by PubCo and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated
to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or
any of its Subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all
things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable
the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related
Entities shall be third-party beneficiaries with respect to this Section 5.13(c), entitled to enforce this Section 5.13(c)
as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its Subsidiaries
to perform the terms and obligations of this Section 5.13(c) as though each such Subsidiary were a party to this Investor Rights
Agreement. For purposes of this Section 5.13(c), the term “Jointly Indemnifiable Claims” shall be broadly construed
and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification
from both (1) PubCo and/or any of its Subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related
Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant
to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related
Entity and/or the Organizational Documents of any Indemnitee-Related Entity, on the other hand.


 


(d)
In no event shall any Holder Indemnitee be liable to PubCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission
that does not constitute willful misconduct or fraud of such Holder Indemnitee as determined by a final, nonappealable determination
of a court of competent jurisdiction.


 




    	 



     


    




 


(e)
Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.13, the term
Holder Indemnitees shall not include any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers,
fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors,
officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer or director of PubCo
or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification
in such capacity through this Investor Rights Agreement and/or the Organizational Documents of PubCo and its Subsidiaries.


 


(f)
The rights of any Holder Indemnitee to indemnification pursuant to this Section 5.13 will be in addition to any other rights any
such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Holder
Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the Organizational Documents
of PubCo or any of its Subsidiaries.


 


Section
5.14 Representations and Warranties of the Parties.
Each of the Parties hereby represents and warrants to each of the other Parties as follows:


 


(a)
Such Party, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the
jurisdiction of its organization or incorporation and has all requisite organizational power and authority to conduct its business as
it is now being conducted and is proposed to be conducted.


 


(b)
Such Party has the full organizational power, authority and legal right to execute, deliver and perform this Investor Rights Agreement.
The execution, delivery and performance of this Investor Rights Agreement have been duly authorized by all necessary organizational action,
corporate or otherwise, of such Party. This Investor Rights Agreement has been duly executed and delivered by such Party and constitutes
its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally.


 


(c)
The execution and delivery by such Party of this Investor Rights Agreement, the performance by such Party of its, his or her obligations
hereunder by such Party does not and will not violate (i) in the case of Parties who are not individuals, any provision of its by-laws,
charter, articles of association, partnership agreement or other similar organizational document, (ii) any provision of any material
agreement to which it, he or she is a Party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or
decree to which it, he or she is subject.


 


(d)
Such Party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be
expected at any time to have a material adverse effect upon such Party’s ability to enter into this Investor Rights Agreement or
to perform its, his or her obligations hereunder.


 


(e)
There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Party to enter into
this Investor Rights Agreement or to perform its, his or her obligations hereunder.


 




    	 



     


    




 


Section
5.15 No Third-Party Liabilities. This Investor
Rights Agreement may only be enforced against the named parties hereto. All claims or causes of action (whether in contract or tort)
that may be based upon, arise out of or relate to any of this Investor Rights Agreement, or the negotiation, execution or performance
of this Investor Rights Agreement (including any representation or warranty made in or in connection with this Investor Rights Agreement
or as an inducement to enter into this Investor Rights Agreement), may be made only against the Persons that are expressly identified
as parties hereto, as applicable; and no past, present or future direct or indirect director, officer, employee, incorporator, member,
partner, shareholder, Affiliate, portfolio company in which any such Party or any of its Affiliates have made a debt or equity investment
(and vice versa), agent, attorney or representative of any Party hereto (including any Person negotiating or executing this Investor
Rights Agreement on behalf of a Party hereto), unless a Party to this Investor Rights Agreement, shall have any liability or obligation
with respect to this Investor Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise
out of or relate to this Investor Rights Agreement, or the negotiation, execution or performance of this Investor Rights Agreement (including
a representation or warranty made in or in connection with this Investor Rights Agreement or as an inducement to enter into this Investor
Rights Agreement).


 


Section
5.16 Legends. Without limiting the obligations
of PubCo set forth in Section 3.11, each of the Holders acknowledges that (i) no Transfer, hypothecation or assignment of any
Registrable Securities Beneficially Owned by such Holder may be made except in compliance with applicable federal and state securities
laws and (ii) PubCo shall (x) place customary restrictive legends on the certificates or book entries representing the Registrable Securities
subject to this Investor Rights Agreement and (y) remove such restrictive legends at the time the applicable Transfer and other restrictions
contemplated thereby are no longer applicable to the Registrable Securities represented by such certificates or book entries.


 


Section
5.17 Adjustments. If there are any changes in
the Common Shares as a result of share split, share sub-division, share dividend, combination, redesignation or reclassification, or
through merger, consolidation, recapitalization or other similar event, appropriate adjustment shall be made in the provisions of this
Investor Rights Agreement, as may be required, so that the rights, privileges, duties and obligations under this Investor Rights Agreement
shall continue with respect to the Common Shares as so changed.


 


[Signature
Pages Follow]


 




    	 



     


    

 


IN
WITNESS WHEREOF, each of the Parties has duly executed this Investor Rights Agreement as of the Effective Date.


 


	 	PUBCO:
	 	GOALACQUISITIONS
    CORP.
	 	 
	 	By:	 /s/ Harvey
    Schiller 
	 	Name:
    	Harvey
    Schiller
	 	Title:
    	CEO
	 	 	 
	 	SPONSOR:
	 	GOAL
    ACQUISITIONS SPONSOR LLC
	 	 
	 	By:	 /s/ Alex
    Greystoke 
	 	Name:	Alex
    Greystoke
	 	Title:
    	President


 


[Signature
Page to Investor Rights Agreement]


 




    	 



     


    

 


	 	SELLERS:
	 	 
	 	 IODA S.A. 
	 	 
	 	By:	 /s/ Eric
    Peyre 
	 	Name:	 Eric
    Peyre 
	 	Title:	 Director 
	 	 	 
	 	By:	 /s/ Emmanuel
    Lebeau 
	 	Name:	 Emmanuel
    Lebeau 
	 	Title:	 Director 



 


	 	SOFIVAL
	 	 	 
	 	By:	 /s/ Jean-François
    Blas 
	 	Name:	 Jean-François
    Blas 
	 	 	 
	 	 BNP
    Paribas Développement 
	 	 	 
	 	By:	 /s/ Gilles Poncet 
	 	Name:	 Gilles Poncet 
	 	 	 
	 	 Manureva
    Project 
	 	 	 
	 	By:	 /s/ Manuel Cruz 
	 	Name:	 Manuel Cruz 
	 	 	 
	 	 Pandora
    Invest 
	 	 	 
	 	By:	 /s/ Laurent Radix 
	 	Name:	 Laurent Radix 
	 	 	 
	 	 Wojciech
    Lukawski 
	 	 	 
	 	By:	 /s/ Wojciech Lukawski 
	 	Name:	 Wojciech Lukawski 
	 	 	 
	 	 Emmanuel
    Tongio 
	 	 	 
	 	By:	 /s/ Emmanuel Tongio 
	 	Name:	 Emmanuel Tongio 
	 	 	 
	 	 Guillaume
    Briche 
	 	 	 
	 	By:	 /s/ Guillaume Briche 
	 	Name:	 Guillaume Briche 



 






    	 



     


    

 


	 	 LALBATROS 
	 	 	 
	 	By:	 /s/ Guillaume Briche 
	 	Name:	 Guillaume Briche 
	 	 	 
	 	 Eric
    Tiberghien 
	 	 	 
	 	By:	 /s/ Eric Tiberghien 
	 	Name:	 Eric Tiberghien 
	 	 	 
	 	 Ramon
    Alvarez 
	 	 	 
	 	By:	 /s/ Ramon Alvarez 
	 	Name:	 Ramon Alvarez 
	 	 	 
	 	 Joël
    Pla 
	 	 	 
	 	By:	 /s/ Joël Pla 
	 	Name:	 Joël Pla 
	 	 	 
	 	 Christophe
    Mosa 
	 	 	 
	 	By:	 /s/ Christophe Mosa 
	 	Name:	 Christophe Mosa 



 



[Signature
Page to Investor Rights Agreement]


 




    	 



     


    

 


	 	OTHER HOLDERS:
	 	 
	 	By:	 /s/ Harvey
    Schiller 
	 	Name:
    	Harvey
    Schiller
	 	 	 
	 	By:	 /s/ William
    Duffy 
	 	Name:
    	William
    Duffy
	 	 	 
	 	By:	 /s/ David
    Falk 
	 	Name:
    	David
    Falk
	 	 	 
	 	By:	 /s/ Donna
    Orender 
	 	Name:
    	Donna
    Orender
	 	 	 
	 	By:	 /s/ Kenneth
    Shropshire 
	 	Name:
    	Kenneth
    Shropshire
	 	 	 
	 	By:	
	 	Name:
    	Jon
    Miller
	 	 	 
	 	By:	 /s/ Alex
    Greystoke 
	 	Name:
    	Alex
    Greystoke
	 	 	 
	 	By:	 /s/ Raghu
    Kilambi 
	 	Name:	Raghu
    Kilambi
	 	 	 
	 	By:	 /s/ Amber
    Allen 
	 	Name:	Amber
    Allen
	 	 	 
	 	By:	 /s/ Bart
    Oates 
	 	Name:	Bart
    Oates
	 	 	 
	 	By:	 /s/ Danielle
    Cantor Jeweler 
	 	Name:	Danielle
    Cantor Jeweler
	 	 	 
	 	By:	 /s/ Garret
    Klugh 
	 	Name:	Garret
    Klugh
	 	 	 
	 	By:	 /s/ Doug
    Perlman 
	 	Name:	Doug
    Perlman
	 	 	 
	 	By:	 /s/ Marc
    Wade 
	 	Name:	Marc
    Wade
	 	 	 
	 	By:	 /s/ Martin
    Gruschka 
	 	Name:	Martin
    Gruschka


 


[Signature
Page to Investor Rights Agreement]


 




    	 



     


    

 


Exhibit
A


Form
of Joinder


 


This
Joinder (this “Joinder”) to the Investor Rights Agreement, made as of [___________], is between [___________] (“Transferor”)
and [___________] (“Transferee”).


 


WHEREAS,
as of the date hereof, Transferee is acquiring Registrable Securities (the “Acquired Interests”) from Transferor;


 


WHEREAS,
Transferor is a party to that certain Investor Rights Agreement, dated as of [___________], 2022, among [________] ( “PubCo”)
and the other persons party thereto (the “Investor Rights Agreement”); and


 


WHEREAS,
Transferee is required, at the time of and as a condition to such Transfer, to become a party to the Investor Rights Agreement by executing
and delivering this Joinder, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor)
for all purposes of the Investor Rights Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be
legally bound hereby, the parties hereto agree as follows:


 


Section
1.1 Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the
respective meanings set forth in the Investor Rights Agreement.


 


Section
1.2 Acquisition. The Transferor hereby Transfers to the Transferee all of the Acquired Interests.


 


Section
1.3 Joinder. Transferee hereby acknowledges and agrees that (a) such Transferee has received and read the Investor Rights Agreement,
(b) such Transferee is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the Investor Rights
Agreement and (c) such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes
of the Investor Rights Agreement.


 


Section
1.4 Notice. Any notice, demand or other communication under the Investor Rights Agreement to Transferee shall be given to Transferee
at the address set forth on the signature page hereto in accordance with Section 5.6 of the Investor Rights Agreement.


 


Section
1.5 Governing Law. This Joinder shall be governed by and construed in accordance with the internal Laws of the State of Delaware
(without reference to its choice of Law rules).


 


Section
1.6 Counterparts; Electronic Delivery. This Joinder may be executed and delivered in one or more counterparts, by fax, email or
other electronic transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to this Joinder or any document to be signed in connection with this Joinder shall be deemed to include electronic signatures,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and
the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.


 


[Signature
Pages Follow]


 




    	 



     


    

 


IN
WITNESS WHEREOF, this Joinder has been duly executed and delivered by the parties as of the date first above written.


 


	 	[TRANSFEROR]
	 	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[TRANSFEREE]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address
    for notices: