Exhibit 10.2


 


Execution Version


 


form of
SELLER REGISTRATION RIGHTS AGREEMENT


 


THIS SELLER REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is entered into as of November 11, 2022 by and among (i) NWTN Inc., an exempted
company incorporated with limited liability in the Cayman Islands (including any successor entity thereto, “Pubco”),
and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor”
and collectively, the “Investors”).


 


WHEREAS, on April 15,
2022, (i) East Stone Acquisition Corporation, a British Virgin Islands business company (“Purchaser”), (ii)
Navy Sail International Limited, a British Virgin Islands company, in the capacity under the Business Combination Agreement (defined below)
as the Purchaser Representative (the “Purchaser Representative”), (iii) Pubco, (iv) Muse Merger Sub I Limited,
an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First
Merger Sub”), (v) Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of
Pubco (“Second Merger Sub”), and (vi) ICONIQ Holding Limited, an exempted company incorporated with limited
liability in the Cayman Islands (“Iconiq”), entered into that certain Business Combination Agreement (as amended
from time to time, including by the Amendment to Business Combination Agreement, dated September 28, 2022, and as further amended in accordance
with the terms thereof, the “Business Combination Agreement”);


 


WHEREAS,
pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions
contemplated thereby (the “Closing”), among other matters, (i) First Merger Sub will merge with and into Iconiq,
with Iconiq continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “First Merger”),
and (a) each Class A ordinary share of Iconiq issued and outstanding immediately prior to the effective time of the First Merger will
automatically be cancelled, in exchange for the right of the holder thereof to receive Pubco Class A Ordinary Shares, along with a contingent
right to receive additional Pubco Class A Ordinary Shares upon the occurrence of certain events set forth in the Business Combination
Agreement (the “Earnout Shares”), and (b) each Class B ordinary share of Iconiq issued and outstanding immediately
prior to the effective time of the First Merger will automatically be cancelled, in exchange for the right of the holder thereof to receive
Pubco Class B Ordinary Shares (such Pubco Class A Ordinary Shares, Pubco Class B Ordinary Shares and the Earnout Shares, collectively,
the “Company Share Consideration”), and (ii) one business day following, and as part of the same overall transaction
as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second Merger”), with the
Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and with the holders of Purchaser’s securities receiving
substantially equivalent securities of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement
and in accordance with the provisions of applicable law;


 


WHEREAS, in connection
with the execution of the Business Combination Agreement, certain of the Investors (the “Lock-Up Investors”)
entered into a lock-up agreement with Pubco and the Purchaser Representative (each, as amended from time to time in accordance with the
terms thereof, a “Lock-Up Agreement”), pursuant to which each such Lock-Up Investor agreed not to transfer its
Pubco securities for a certain period of time after the Closing as stated in the Lock-Up Agreement; and


 


WHEREAS, the parties
desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Company Share Consideration
received by the Investors under the Business Combination Agreement, including any Earnout Shares issued after the Closing pursuant to
Section 2.1(a) of the Business Combination Agreement.


 






     


     


    

 


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


 


1.
DEFINITIONS. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in
the Business Combination Agreement. The following capitalized terms used herein have the following meanings:


 


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


 


“Business Combination
Agreement” is defined in the recitals to this Agreement.


 


“Closing”
is defined in the recitals to this Agreement.


 


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


 


“Company Share
Consideration” is defined in the recitals to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Earnout Shares”
is defined in the recitals to this Agreement.


 


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


 


“First Merger”
is defined in the recitals to this Agreement.


 


“First Merger
Sub” is defined in the recitals to this Agreement.


 


“Founder Registration
Rights Agreement” means that certain Registration Rights Agreement dated as of February 19, 2020, by and among Purchaser,
I-Bankers Securities, Inc. and the holders of “Registrable Securities” thereunder, as it is to be amended at or prior to the
Closing, including by the First Amendment to Registration Rights Agreement, and as it may further be amended in accordance with the terms
thereof.


 


“Founder Securities”
means those securities included in the definition of “Registrable Securities” specified in the Founder Registration Rights
Agreement.


 


“Iconiq”
is defined in the recitals to this Agreement.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor(s)”
is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of an Investor permitted under this Agreement and with respect to a Lock-Up Investor, its Lock-Up Agreement.


 






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“Investor Indemnified
Party” is defined in Section 4.1.


 


“Lock-Up Agreement”
is defined in the recitals to this Agreement.


 


“Lock-Up Investor”
is defined in the recitals to this Agreement.


 


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


 


“Option Securities”
is defined in Section 2.1.4


 


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


 


“PIPE Documents”
is defined in Section 2.5.


 


“PIPE Investor”
means an investor purchasing securities in a PIPE Investment as contemplated by the Business Combination Agreement.


 


“PIPE Securities”
means those securities sold to PIPE Investors in a PIPE Investment as contemplated by the Business Combination Agreement.


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Proceeding”
is defined in Section 6.9.


 


“Pubco”
is defined in the preamble to this Agreement, and shall include Pubco’s successors by merger, acquisition, reorganization or otherwise.


 


“Purchaser”
is defined in the recitals to this Agreement.


 


“Purchaser Representative”
is defined in the recitals to this Agreement.


 


“Register,”
“Registered” and “Registration” mean a registration or offering effected by preparing
and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registrable Securities”
means the Company Share Consideration, including any Earnout Shares issued the Closing pursuant to Section 2.1(a) of the Business Combination
Agreement, and any Pubco Class A Ordinary Shares issuable upon the conversion of the Pubco Class B Ordinary Shares. Registrable Securities
include any warrants, capital shares or other securities of Pubco issued as a dividend or other distribution with respect to or in exchange
for or in replacement of the foregoing securities. As to any particular Registrable Securities, such securities shall cease to be Registrable
Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b)
such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall
have been delivered by Pubco and subsequent public distribution of them shall not require registration under the Securities Act; (c) such
securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume limitations.
Notwithstanding anything to the contrary contained herein, a Person shall be deemed to be an “Investor holding Registrable Securities”
(or words to that effect) under this Agreement only if they are an Investor or a transferee of the applicable Registrable Securities (so
long as they remain Registrable Securities) of any Investor permitted under this Agreement and any applicable Lock-Up Agreement.


 






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


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


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


 


“Second Merger”
is defined in the recitals to this Agreement.


 


“Second Merger
Sub” is defined in the recitals to this Agreement.


 


“Short Form Registration”
is defined in Section 2.3.


 


“Specified Courts”
is defined in Section 6.9.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Unit Purchase
Option” is defined in Section 2.1.4


 


2.   REGISTRATION
RIGHTS.


 


2.1   Demand
Registration.


 


2.1.1 Request for Registration.
Subject to Section 2.4, at any time and from time to time after the Closing, Investors holding a majority-in-interest of the Registrable
Securities then issued and outstanding (for the avoidance of any doubt, throughout this agreement, such determination is based on the
number of Registrable Securities held by the investors and not the voting rights of those Registrable Securities), may make a written
demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s)
of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, Pubco will notify all other
Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or
a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable
Securities in such registration, a “Demanding Holder”) shall so notify Pubco, in writing, within fifteen (15)
days after the receipt by the Investor of the notice from Pubco. Upon any such request, the Demanding Holders shall be entitled to have
their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1.
Pubco shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of
all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand
Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days
preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration
effected with respect to the Registrable Securities pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred
eighty (180) days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration would cause
Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.


 






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


 


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


 


2.1.4 Reduction of Offering.
If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises Pubco and the Demanding
Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together
with all other Pubco Ordinary Shares or other securities which Pubco desires to sell and the Pubco Ordinary Shares or other securities,
if any, as to which Registration by Pubco has been requested pursuant to written contractual piggy-back registration rights held by other
security holders of Pubco who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such
offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”),
then Pubco shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested
by the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant
to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing (all pro rata
in accordance with the number of securities that each applicable Person has requested be included in such registration, regardless of
the number of securities held by each such Person, as long as they do not request to include more securities than they own (such proportion
is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary
Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities
of Investors as to which registration has been requested pursuant to Section 2.2 and the Founder Securities as to which registration
has been requested pursuant to the applicable written contractual piggy-back registration rights of the Founder Registration Rights Agreement,
Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that
can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco securities registrable pursuant to the terms of the Unit
Purchase Option issued to the representative of the underwriters of the Purchaser’s initial public offering, or its designees,
in connection with the Purchaser’s initial public offering (the “Unit Purchase Option” and such registrable
securities, the “Option Securities”) as to which “piggy-back” registration has been requested by the holders
thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Securities; and (v) fifth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the Pubco Ordinary Shares or other securities
for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons that
can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco Ordinary
Shares are included in the offering, the calculations under this Section 2.1.4 shall include such Pubco securities on an as-converted
to Pubco Ordinary Share basis.


 


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


 






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2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights.
Subject to Section 2.4, if at any time after the Closing Pubco proposes to file a Registration Statement under the Securities Act with
respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for,
or convertible into, equity securities, by Pubco for its own account or for security holders of Pubco for their account (or by Pubco
and by security holders of Pubco including pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with
any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Pubco’s existing
security holders, (iii) for an offering of debt that is convertible into equity securities of Pubco, or (iv) for a dividend reinvestment
plan, then Pubco shall (x) give written notice of such proposed filing to Investors holding Registrable Securities as soon as practicable
but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities
to be included in such offering or registration, the intended method(s) of distribution, and the name of the proposed managing Underwriter
or Underwriters, if any, of the offering, and (y) offer to Investors holding Registrable Securities in such notice the opportunity to
register the sale of such number of Registrable Securities as such Investors may request in writing within five (5) days following receipt
of such notice (a “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect
to such registration by Pubco or another demanding security holder, Pubco shall use its best efforts to cause (i) such Registrable Securities
to be included in such registration and (ii) the managing Underwriter or Underwriters of a proposed underwritten offering to permit the
Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities
of Pubco and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All Investors holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that
involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration.


 


2.2.2 Reduction of Offering.
If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises Pubco and Investors
holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that
the dollar amount or number of Pubco Ordinary Shares or other Pubco securities which Pubco desires to sell, taken together with the Pubco
Ordinary Shares or other Pubco securities, if any, as to which registration has been demanded pursuant to written contractual arrangements
with Persons other than the Investors holding Registrable Securities hereunder, the Registrable Securities as to which registration has
been requested under this Section 2.2, and the Pubco Ordinary Shares or other Pubco securities, if any, as to which registration has
been requested pursuant to the written contractual piggy-back registration rights of other security holders of Pubco, exceeds the Maximum
Number of Securities, then Pubco shall include in any such registration:


 


(a)   If
the registration is undertaken for Pubco’s account: (i) first, the Pubco Ordinary Shares or other securities that Pubco desires
to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Registrable Securities of Investors as to which registration has been requested
pursuant to this Section 2.2, the Option Securities as to which registration has been requested pursuant to the Unit Purchase Option and
the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration
rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested
by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Pubco Ordinary
Shares or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual
arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;


 


(b)   If
the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first,
the Pubco Ordinary Shares or other securities for the account of the Demanding Holders and the Founder Securities for the account of any
Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which
the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders
to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that
Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which
registration has been requested pursuant to this Section 2.2, the Option Securities as to which registration has been requested pursuant
to the Unit Purchase Option and the Founder Securities as to which registration has been requested pursuant to the applicable written
contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on
the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum
Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated to
register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number
of Securities;


 






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(c)   If
the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration
Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account
of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration
under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested
by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or
other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors
as to which registration has been requested pursuant to this Section 2.2, the Option Securities as to which registration has been requested
pursuant to the Unit Purchase Option and the Founder Securities as to which registration has been requested pursuant to the applicable
written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof
based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the
Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account of other Persons that Pubco is obligated
to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number
of Securities; and


 


(d)   If
the registration is a “demand” registration undertaken at the demand of holders of Option Securities, (i) first, the Pubco
Ordinary Shares or other securities for the account of the demanding holders of Option Securities, Pro Rata, that can be sold without
exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (i), the Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum
Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2, the Option
Securities as to which registration has been requested pursuant to the Unit Purchase Option and the Unit Purchase Option and the Founder
Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under
the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders
to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and; and (iv) fourth, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary
Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
arrangements with such persons, that can be sold without exceeding the Maximum Number of Securities; and


 


(e)   If
the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under
Section 2.1, the holders of Option Securities or the holders of Founder Securities exercising demand registration rights under the Founder
Registration Rights Agreement: (i) first, the Pubco Ordinary Shares or other securities for the account of the demanding Persons that
can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold
without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant
to this Section 2.2, the Option Securities as to which registration has been requested pursuant to the Unit Purchase Option and the Founder
Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under
the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders
to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares
or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual
arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.


 






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In the event that Pubco securities
that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include
such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything to the contrary above, to the extent
that the registration of an Investor’s Registrable Securities would prevent Pubco or the demanding shareholders from effecting such
registration and offering, such Investor shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration
and offering.


 


2.2.3 Withdrawal. Any
Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities in
any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness of the Registration
Statement. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual
obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement without any
liability to the applicable Investor, subject to the next sentence and the provisions of Section 4. Notwithstanding any such withdrawal,
Pubco shall pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section 3.3 (subject to the limitations
set forth therein) by Investors holding Registrable Securities that requested to have their Registrable Securities included in such Piggy-Back
Registration.


 


2.3 Short Form Registrations.
After the Closing, subject to Section 2.4, Investors holding Registrable Securities may at any time and from time to time, request in
writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3 or any similar short-form registration
which may be available at such time (“Short Form Registration”); provided, however, that Pubco shall not be
obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco will promptly give written
notice of the proposed registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, use
its reasonable best efforts to effect the registration of all or such portion of such Investors’ Registrable Securities as are
specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors joining in
such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Pubco; provided,
however, that Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration
is not available to Pubco for such offering; or (ii) if Investors holding Registrable Securities, together with the holders of any other
securities of Pubco entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if
any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted
as Demand Registrations effected pursuant to Section 2.1.


 


2.4   Restriction
of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not be entitled to request,
and Pubco shall not be obligated to effect, or to take any action to effect, any registration (including any Demand Registration or Piggy-Back
Registration) pursuant to this Section 2 with respect to any Registrable Securities that are subject to the transfer restrictions under
the applicable Lock-Up Investor’s Lock-Up Agreement.


 


2.5   PIPE
Securities. The Investors hereby acknowledge that the Purchaser has granted, or may prior to the Closing grant, registration rights
to PIPE Investors with respect to the PIPE Securities in the subscription agreements entered into for the PIPE Investment or a registration
rights agreement to be entered into between the Purchaser and PIPE Investors in connection therewith (collectively, the “PIPE
Documents”). The Holders hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would
reasonably be expected to restrict or impair, the ability of the Purchaser or Pubco to fulfill its registration obligations under the
PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable
Securities or Founder Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.4 and 2.2.2
hereof), and the Purchaser shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register
any Registrable Securities and Insider Securities or withdraw any Registration Statement for any Registrable Securities or Insider Securities
if such Registration has restricted or impaired the ability of the Purchaser to fulfill its registration obligations under the PIPE Documents
with respect to the PIPE Securities.


 


3.
REGISTRATION PROCEDURES.


 


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


 






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3.1.1 Filing Registration
Statement. Pubco shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Pubco then qualifies or which counsel
for Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder
in accordance with the intended method(s) of distribution thereof, and shall use its reasonable efforts to cause such Registration Statement
to become effective and use its reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however,
that Pubco shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such
period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco
shall furnish Investors requesting to include their Registrable Securities in such registration a certificate signed by the Chief Executive
Officer, Chief Financial Officer or Chairman of Pubco stating that, in the good faith judgment of the Board of Directors of Pubco, it
would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the filing
would require premature disclosure of material information which is not in the interests of Pubco to disclose at such time; provided
further, however, that Pubco shall not have the right to exercise the right set forth in the immediately preceding proviso more than
twice in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2 Copies. Pubco
shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to Investors
holding Registrable Securities included in such registration, and such Investors’ legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus),
and such other documents as Investors holding Registrable Securities included in such registration or legal counsel for any such Investors
may request in order to facilitate the disposition of the Registrable Securities owned by such Investors.


 


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


 


3.1.4 Notification.
After the filing of a Registration Statement pursuant to this Agreement, Pubco shall promptly, and in no event more than five (5) Business
Days after such filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall
further notify such Investors promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence
of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Pubco shall take all actions
required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for any amendment or supplement
to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring
the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities
covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to
Investors holding Registrable Securities included in such Registration Statement any such supplement or amendment; except that before
filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by
reference, Pubco shall furnish to Investors holding Registrable Securities included in such Registration Statement and to the legal counsel
for any such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Investors
and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that such Investors and their
legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of such documents.


 






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3.1.5 State Securities
Laws Compliance. Pubco shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii)
take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved
by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do any and all other
acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Pubco shall
not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this
paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where
it is not then otherwise subject.


 


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


 


3.1.7 Cooperation. The
principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and all other
officers and members of the management of Pubco shall reasonably cooperate in any offering of Registrable Securities hereunder, which
cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering materials
and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.


 


3.1.8 Records. Pubco
shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained
by any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause Pubco’s officers, directors and employees to supply all information reasonably requested by any of them
in connection with such Registration Statement; provided that Pubco may require execution of a reasonable confidentiality agreement prior
to sharing any such information.


 


3.1.9 Opinions and Comfort
Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary comfort letters, to the
extent so reasonably required by any underwriting agreement.


 


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


 


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


 


3.1.12   Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $50,000,000, Pubco
shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any underwritten offering.


 






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3.2 Obligation to Suspend
Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or
in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration
Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide
business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension
by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability of all
“insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public
information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are
no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable,
and, if so directed by Pubco, each such Investor will deliver to Pubco all copies, other than permanent file copies then in such Investor’s
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration Expenses.
Subject to Section 4, Pubco shall bear all reasonable costs and expenses incurred in connection with any Demand Registration pursuant
to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form Registration effected pursuant
to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations under this Agreement, whether
or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including all salaries and expenses of
its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required
by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Pubco and fees and
expenses for independent certified public accountants retained by Pubco (including the expenses or costs associated with the delivery
of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts
retained by Pubco in connection with such registration; and (ix) the reasonable fees and expenses (up to a maximum of $15,000 in the
aggregate in connection with such registration) of one legal counsel selected by Investors holding a majority-in-interest of the Registrable
Securities included in such registration for such legal counsel’s review, comment and finalization of the proposed Registration
Statement and other relevant documents. Pubco shall have no obligation to pay any underwriting discounts or selling commissions attributable
to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by
such holders. Additionally, in an underwritten offering, all selling security holders and Pubco shall bear the expenses of the Underwriter
pro rata in proportion to the respective amount of securities each is selling in such offering.


 


3.4 Information. Investors
holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested by
Pubco, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement, including amendments and
supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2
and in connection with the obligation to comply with federal and applicable state securities laws. Investors selling Registrable Securities
in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably
requested by Pubco or the managing Underwriter.


 


4.
INDEMNIFICATION AND CONTRIBUTION. 


 


4.1 Indemnification by
Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s
officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified
Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising
out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to
state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco
of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required
of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall
not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the
consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor
Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating
and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will
not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any
untrue statement or allegedly untrue statement or omission or alleged omission
made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement,
in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party
expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors,
partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification
provided above in this Section 4.1.


 






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4.2 Indemnification by
Investors Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor selling Registrable
Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling Investor, indemnify and hold harmless Pubco, each of its directors and officers and each Underwriter
(if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within
the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as
such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact required to be stated
therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity
with information furnished in writing to Pubco by such selling Investor expressly for use therein (provided, however, that the indemnity
agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action
if such settlement is effected without the consent of the indemnifying Investor, such consent not to be unreasonably withheld, delayed
or conditioned), and shall reimburse Pubco, its directors and officers, each Underwriter and each other selling holder or controlling
Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not joint
and shall be limited to the amount of any net proceeds actually received by such selling Investor.


 


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


 


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


 


4.4.2   The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.


 


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


 






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5.
RULE 144.


 


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


 


6.
MISCELLANEOUS.


 


6.1 Other Registration
Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders of (i) Registrable
Securities, (ii) Founder Securities (iii) Option Securities and (iv) PIPE Securities has any right to require Pubco to register any of
Pubco’s share capital for sale or to include Pubco’s share capital in any registration filed by Pubco for the sale of share
capital for its own account or for the account of any other Person.


 


6.2 Assignment; No Third
Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by
Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten (10) Business Days prior
written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless
Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be
unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors holding Registrable
Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of any transfer of Registrable
Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided that no assignment by
any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have
received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco,
to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this
Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to
the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits
on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2. If the Purchaser Representative
is replaced in accordance with the terms of the Business Combination Agreement, the replacement Purchaser Representative shall automatically
become a party to this Agreement as if it were the original Purchaser Representative hereunder.


 


6.3 Notices. All notices,
consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i)
in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being
sent, if sent by reputable, nationally recognized overnight courier service or (iv) [three (3) Business Days] after being mailed, if
sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses
(or at such other address for a party as shall be specified by like notice):


 


	
    If to Pubco, to:

     

    NWTN Inc.

    No.76 Mu Nan Road, Heping District, Tianjin, China

    Attn: Baoji Su

    Telephone No.: +86 022-23303776

    Email: ir@iconiqmotors.com
	
    With copies to (which shall not constitute notice):

     

    Linklaters LLP

    1290 Avenue of the Americas

    New York, NY 10104

    Facsimile No.: +1 212 903 9100

    Telephone No.: +1 212 903 9000

     

    and a copy to:

     

    Linklaters LLP

    11th Floor, Alexandra House

    Chater Road

    Hong Kong SAR

    Facsimile No.: 852 2810 8133

    Telephone No.: +852 2842 4888

     

    and

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105, USA

    Attn:Barry Grossman, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email:bigrossman@egsllp.com

    

     




 






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	If to an Investor, to: the address set forth underneath such Investor’s name on the signature page.	
    With copies to (which shall not constitute notice):

     

    Linklaters LLP

    1290 Avenue of the Americas

    New York, NY 10104

    Facsimile No.: +1 212 903 9100

    Telephone No.: +1 212 903 9000

     

    and a copy to:

     

    Linklaters LLP

    11th Floor, Alexandra House

    Chater Road

    Hong Kong SAR

    Facsimile No.: 852 2810 8133

    Telephone No.: +852 2842 4888

     



 


6.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained
in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a Person receiving Company Share
Consideration in connection with the Closing, such Person failing to provide such signature shall not be a party to this Agreement or
have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement
as amongst such other parties.


 


6.5 Entire Agreement.
This Agreement (together with the Business Combination Agreement and the Lock-Up Agreements to the extent incorporated herein, and including
all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and instruments delivered
pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect
the rights and obligations of the parties under the Business Combination Agreement or any other Ancillary Document or the rights or obligations
of the parties under the Founder Registration Rights Agreement.


 


6.6 Interpretation.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of
this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)
“including” (and with correlative meaning “include”) means including without limiting the generality of any description
preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii)
the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall
be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;
and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting
of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provision of this Agreement.


 


6.7 Amendments; Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance, and either retroactively or prospectively) only with the written agreement or consent of Pubco, the Purchaser Representative
and Investors holding a majority-in-interest of the Registrable Securities; provided, that any amendment or waiver of this Agreement
which affects an Investor in a manner materially and adversely disproportionate to other Investors will also require the consent of such
Investor. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such term, condition, or provision.


 






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


 


6.9 Governing Law; Jurisdiction.
This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance
with the Laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating
to this Agreement shall be heard and determined exclusively in any state or federal court located in New York (or in any appellate courts
thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any
Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably
waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is
brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby
may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents
to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated
by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable
address set forth in Section 6.3. Nothing in this Section 6.9 shall affect the right of any party to serve legal process
in any other manner permitted by applicable Law.


 


6.10 WAIVER OF TRIAL BY
JURY. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH
PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10. 


 


6.11   Termination
of Business Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery
of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Business Combination Agreement
is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null
and void and be of no further force or effect, and the parties shall have no obligations hereunder.


 


6.12 Counterparts.
This Agreement may be executed and delivered (including by facsimile, email or other electronic transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.


 


{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW}


 




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IN WITNESS WHEREOF, the parties
have caused this Seller Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Pubco:
	 	 
	 	NWTN INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


{Signature Page to Seller Registration Rights
Agreement}


 




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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Investor:
	 	 
	 	[INVESTOR]
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 



 


	 	Address for Notice:
	 	 
	 	Address:	                
	 	 
	 	 



 


	 	Facsimile No.:	           
	 	Telephone No.:	 
	 	Email:	 



 


{Signature Page to Seller Registration Rights
Agreement}


 


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