Exhibit
10.5


 


Execution
Version


 


REGISTRATION
AND STOCKHOLDER RIGHTS AGREEMENT


 


THIS
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2020, is made
and entered into by and among GO Acquisition Corp., a Delaware corporation (the “Company”), GO Acquisition
Founder LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed
under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or
entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Sponsor owns 14,375,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder
Shares”);


 


WHEREAS,
the Sponsor subsequently transferred an aggregate of 75,000 Founder Shares to the other Holders;


 


WHEREAS,
up to an aggregate of 1,875,000 Founder Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection
with the Company’s initial public offering is not exercised in full;


 


WHEREAS,
the Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the
“Common Stock”), at the time of the initial Business Combination (as defined below) on a one-for-one
basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated certificate of
incorporation, as may be amended from time to time;


 


WHEREAS,
on August 4, 2020, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant
to which the Sponsor agreed to purchase 8,000,000 warrants (or up to 9,000,000 warrants if the over-allotment option in connection
with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”),
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering, each
Private Placement Warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share;
and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1
 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the
respective meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of a Co-Chief Executive Officer or any principal financial officer of the Company, after consultation with counsel to
the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


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


 


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


 









     


    


    

 





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


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


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


 


“Form
S-3” shall have the meaning given in subsection 2.3.1


 


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


 


“Founder
Shares Lock-Up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (a) one
year after the completion of the Company’s initial Business Combination and (b) subsequent to the completion of the Company’s
initial Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business
Combination that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property.


 


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


 


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


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances
under which they were made not misleading.


 


“Nominee”
shall have the meaning given in subsection 5.1.1.


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Founder Shares Lock-Up Period or Private Placement Lock-Up Period,
as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any
transferee thereafter.


 


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


 


“Private
Placement Lock-Up Period” shall mean, with respect to Private Placement Warrants that are held by the Sponsor or
its Permitted Transferees, and any of the shares of Common Stock issued or issuable upon the exercise or conversion of the Private
Placement Warrants and that are held by the Sponsor or its Permitted Transferees, the period ending 30 days after the completion
of the Company’s initial Business Combination.


 


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


 






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


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares,
(b) the Private Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such
Private Placement Warrants), (c) any outstanding shares of Common Stock or any other equity security (including the shares of
Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date
of this Agreement, (d) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any
such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made
to the Company by a Holder, and (e) any other equity security of the Company issued or issuable with respect to any such shares
of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities
shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for
such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased
to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities
Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations);
or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public
securities transaction.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Shelf”
shall have the meaning given in subsection 2.3.1.


 


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


 


“Sponsor
Director” means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.


 


“Subsequent
Shelf Registration” shall have the meaning given in subsection 2.3.2.


 


“Takedown
Requesting Holder” shall have the meaning given in subsection 2.3.3.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in subsection 2.3.3.


 


ARTICLE II

REGISTRATIONS


 


2.1
 Demand Registration.


 


2.1.1
 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof,
at any time and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least
25% of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written
demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type
of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration,
notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who
thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand
Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration,
a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt
by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s)
to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant
to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days
immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested
by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company
be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1
with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes
unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”)
has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the
Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.


 






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


 


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


 


2.1.4
 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing
that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire
to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common
Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration
rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included
in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting
Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (i), the Common Stock or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or
other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate
written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


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


 






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2.2
 Piggyback Registration.


 





2.2.1
 Piggyback Rights. If, at any time on or after the date the Company consummates the initial Business Combination,
the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account
or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without
limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any
employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s
existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities
as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which
notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the
Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders
may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on
the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or
other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders
proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter
into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.2
 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration
that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating
in the Piggyback Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires
to sell, taken together with (i) the Common Stock, if any, as to which Registration has been demanded pursuant to separate
written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the
Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Common
Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights
of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock,
if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders
of the Company, which can be sold without exceeding the Maximum Number of Securities;


 


(b)
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting
persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number
of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1,
Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the
Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other
equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate
written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 






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2.2.3
 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if
any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination
or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4
 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3
 Shelf Registrations.


 


2.3.1   The Holders of Registrable Securities may at any time, and from time to time, request
in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the
Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration
statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form
S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”)
shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally
available to, and requested by, any Holder. Within three (3) days of the Company’s receipt of a written request from a Holder
or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give written notice of the proposed
Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to
include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing,
within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter,
but not more than ten (10) days after the Company’s initial receipt of such written request for a Registration on a Shelf,
the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written
request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as
are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together
with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the
Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000. The
Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments,
including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available
for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities
included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable
efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.


 


2.3.2   If any Shelf ceases to be effective under the Securities Act for any reason at any time
while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts
to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining
the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts
to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any
order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf
Registration”) registering the resale of all Registrable Securities including on such Shelf, and pursuant to any
method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed,
the Company shall use its commercially reasonable 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 and (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 there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be
on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration
shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale
on a delayed or continuous basis, the Company, upon request of a Holder shall promptly use its commercially reasonable efforts
to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including
by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable
after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however,
the Company shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Holders.


 






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2.3.3  At any time and from time to time after a Shelf has been declared effective by the Commission,
the Sponsor and the Takedown Requesting Holder (if any) may request to sell all or any portion of its Registrable Securities in
an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that
the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a
total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed,
in the aggregate, $5,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company
at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number
of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting
discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the
securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24
hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration
rights of such holder (including to those set forth herein). The Sponsor and the Takedown Requesting Holder (if any) shall have
the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment
banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For
purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration
pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3.4  If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good
faith, advises the Company, the Sponsor and the Takedown Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if any) desire to sell, taken together with all
other Common Stock or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities, then
the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Common Stock or other equity securities that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities of the Takedown
Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata.


 


2.3.5  The
Sponsor and the Takedown Requesting Holder (if any) shall have the right to withdraw from an Underwritten Shelf Takedown for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention
to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5.


 






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2.4
 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the
Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after
the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders
prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good
faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested
an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite
the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and
the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in
each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good
faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the
near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company
shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company
shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary
contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective,
with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period
or the Private Placement Lock-Up Period, as the case may be.


 


ARTICLE III

COMPANY PROCEDURES


 


3.1
 General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company
is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration
to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto
the Company shall, as expeditiously as possible:


 


3.1.1  prepare and file with the Commission as soon as practicable a Registration Statement
with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become
effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;


 


3.1.2  prepare and file with the Commission such amendments and post-effective amendments to
the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any Underwriter
of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form
used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective
until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution
set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3  prior to filing a Registration Statement or Prospectus, or any amendment or supplement
thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration,
and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement
to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein),
the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the
Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders
may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 


3.1.4  prior to any public offering of Registrable Securities, use its best efforts to (i) register
or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws
of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in
light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable
to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such
Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it
would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 






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3.1.5  cause all such Registrable Securities to be listed on each securities exchange or automated
quotation system on which similar securities issued by the Company are then listed;


 


3.1.6  provide a transfer agent or warrant agent, as applicable, and registrar for all such
Registrable Securities no later than the effective date of such Registration Statement;


 


3.1.7  advise each seller of such Registrable Securities, promptly after it shall receive notice
or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration
Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to
prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8  at least five (5) days prior to the filing of any Registration Statement or Prospectus
or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference
into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9  notify the Holders at any time when a Prospectus relating to such Registration Statement
is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included
in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth
in Section 3.4 hereof;


 


3.1.10  permit a representative of the Holders, the Underwriters, if any, and any attorney or
accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation
of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably
requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided,
however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably
satisfactory to the Company, prior to the release or disclosure of any such information;


 


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


 


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


 


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


 


3.1.14
 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of
at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective
date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any successor rule promulgated thereafter by the Commission);


 


3.1.15  if the Registration involves the Registration of Registrable Securities involving gross
proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate
in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering;
and


 






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


 


3.2
 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in
the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing
the Holders.


 


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


 


3.4
 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that
the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice),
or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial
effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company
to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable
to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action
to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest
period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose.
In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale
or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during
which it exercised its rights under this Section 3.4.


 


3.5
 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it
shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections
13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The
Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell shares of the Common Stock held by such Holder without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission), including providing any legal opinions, to the extent such exemption is available
to Holders at such time. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a
duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1
 Indemnification.


 


4.1.1  The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable
Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against
all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue
statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing
to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to the indemnification of the Holder.


 






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4.1.2  In connection with any Registration Statement in which a Holder of Registrable Securities
is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify
the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees)
resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that
the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability
of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder
from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify
the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3  Any person entitled to indemnification herein shall (i) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice
shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced
the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party
shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall
not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall
not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 


4.1.4  The indemnification provided for under this Agreement shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person
of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities
participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution
to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.


 


4.1.5
 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein,
then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other
fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto
agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by
pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred
to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was
not guilty of such fraudulent misrepresentation.


 






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ARTICLE V

STOCKHOLDER RIGHTS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


5.1.9  Each Nominee may, but does not need to qualify as “independent”
pursuant to listing standards of the New York Stock Exchange.


 


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


 


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


 


ARTICLE VI

MISCELLANEOUS


 


6.1  Notices. Any notice or communication under this Agreement must be in writing and given
by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified
with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission
by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or
transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed
notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service,
hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery
receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or
communication under this Agreement must be addressed, if to the Company, to: c/o TOMS Capital LLC, 450 West 14th Street, 15th
Floor, New York, NY 10014, Attention: Alejandro San Miguel, with copy to: Greenberg Traurig, LLP, 1750 Tysons Boulevard,
Suite 1000, McLean, VA 22102, Attention: Jason T. Simon, Esq., and, if to any Holder, at such Holder’s address or facsimile
number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from
time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days
after delivery of such notice as provided in this Section 6.1.


 






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6.2
 Assignment; No Third Party Beneficiaries.


 


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


 


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


 


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


 


6.2.4  This Agreement shall not confer any rights or benefits on any persons that are not parties
hereto, other than as expressly set forth in this Agreement and Section 6.2 hereof.


 


6.2.5  No assignment by any party hereto of such party’s rights, duties and obligations
hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice
of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably
satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum
or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.2
shall be null and void.


 


6.3
 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.


 


6.4
 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts),
each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which
need be produced.


 


6.5
 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.


 


6.6
 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK
AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO
THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL
BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 






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6.7
 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in
any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with
or relating to this Agreement, the transactions contemplated hereby, or the actions of the Sponsor in the negotiation, administration,
performance or enforcement hereof.


 


6.8
 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth
in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her
or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the
Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or
remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial
exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other
rights or remedies hereunder or thereunder by such party.


 


6.9
 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect
the construction of any provision of this Agreement.


 


6.10
 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Holders 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.


 


6.11
 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable
Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities
of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any
other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement
or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this
Agreement, the terms of this Agreement shall prevail.


 


6.12
 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement
or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in
no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor
rule promulgated thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell
the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount
of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any
termination.


 


[SIGNATURE
PAGES FOLLOW]


 




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


 


	 
	COMPANY:
	 	 	 
	 	GO Acquisition Corp.,
	 	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Alejandro San Miguel
	 	Name:	Alejandro
    San Miguel
	 	Title:	Vice
    President and Secretary
	 	 	 
	 	HOLDERS:
	 	 	 
	 	GO ACQUISITION FOUNDER LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Noam Gottesman
	 	Name: 	Noam
    Gottesman
	 	Title:	Manager
	 	 	 
	 	By:	/s/
    Jeremy Isaacs
	 	Name:	Jeremy
    Isaacs
	 	 	 
	 	By:	/s/
    Gilbert Ahye
	 	Name:	Gilbert
    Ahye
	 	 	 
	 	By:	/s/
    Norma Corio
	 	Name:	Norma
    Corio


 


[Signature
Page to Registration and Stockholder Rights Agreement]


 


 


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