Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT 


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of , 2021, is made and entered into by and among VIDA FLaSH Acquisitions, a Cayman
Islands exempted company (the “Company”), FLaSH Investments LLC, a Cayman Islands limited liability company
(the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders”
(each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to
Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS 


 


WHEREAS, the Company has 4,312,500
Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding,
up to 562,500 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters
of the Company’s initial public offering exercise their over-allotment option;


 


WHEREAS, the Founder Shares are
convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”),
on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;


 


WHEREAS, on the date hereof, the
Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the “Private Placement
Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 3,030,000 private
placement warrants (or up to 3,255,000 private placement warrants to the extent that the over-allotment option in connection with
the Company’s initial public offering is exercised) (the “Private Placement Warrants”) in a private
placement transaction occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS, in order to finance the
Company’s transaction costs in connection with its search for and consummation of an initial Business Combination (as defined
below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as the Company
may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (“Working
Capital Warrants”) at a price of $2.00 per warrant at the option of the lender; and


 


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


 


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


 


ARTICLE 1


 


DEFINITIONS


 


		1.1	Definitions. The terms defined in this Article 1
shall, for all purposes of this Agreement, have the respective meanings set forth below: 



 


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


 






    	 	 
	 



     


    

 


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


 


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


 


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


 


“Commission”
shall mean the United States Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


“Form
S-3” shall have the meaning given in subsection 2.3.


 


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


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares and any Ordinary Shares issuable upon conversion
thereof, 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 Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds
$12.00 per share (as adjusted for share splits, share 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, share exchange, reorganization or other similar transaction
that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property.


 


“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.


 


“Ordinary
Shares” shall have the meaning given in the Recitals hereto.


 






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


 


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


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants, that are held by the initial purchasers
of such Private Placement Warrants or their Permitted Transferees, and the Ordinary Shares issued or issuable upon the exercise
or conversion of the Private Placement Warrants, that are held by the initial purchasers of the Private Placement Warrants or their
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.


 


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


 


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


 


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


 


“Registrable
Security” shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued
or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Warrants
(including any Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants), (c) any outstanding Ordinary
Shares or any other equity security (including the Ordinary Shares 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 or acquired by a Holder prior to the consummation of the Business
Combination, (d) any equity securities (including the Ordinary Shares 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
(including the Working Capital Warrants and any Ordinary Shares issued or issuable upon the exercise of the Working Capital Warrants),
and (e) any other equity security of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization
or share sub-division 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.


 






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“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 Ordinary Shares are 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.


 


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


 


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


 


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


 


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


 


“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.


 


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


 






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ARTICLE 2


 


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 fifteen percent (15%) 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; provided, further, that an Underwritten Shelf Takedown shall not count
as a Demand Registration.



 


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



 


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



 






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		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 Ordinary Shares or other equity securities that the Company desires to sell
and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back
registration rights held by any other shareholders 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 Registrable Securities of Holders (Pro Rata,
based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof, 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 Ordinary Shares or other equity securities that the Company desires to sell, which 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 Ordinary Shares 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.



 


		2.2	Piggyback Registration.



 


		2.2.1	Piggyback Rights. If, at any time on or after the date the Company consummates a Business
Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its
own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including,
without limitation, pursuant to Section 2.1 hereof), 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 the Company’s
existing shareholders, (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.
The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance
with subsection 2.3.3.



 






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		2.2.2	Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten
Registration that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), 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 Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, 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 Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual
piggy-back registration rights of other shareholders 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 Ordinary Shares or other equity securities that the Company desires to sell, which can be
sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to subsection 2.2.1 hereof (pro rata based on the respective number of Registrable Securities that such
Holder has requested be included in such Registration), 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
Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights
of other shareholders 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 Ordinary Shares or other equity securities,
if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in
such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration,
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 Ordinary Shares 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 Ordinary Shares 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 Registration.



 


		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 five (5) 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
ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than
twelve (12) days after the Company’s initial receipt of such written request for a Registration on 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 $10,000,000. The Company shall maintain
each Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective
amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance
with the provisions 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 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, $10,000,000.
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 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 Ordinary
Shares 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 Ordinary Shares 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 Ordinary Shares 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 based on the respective
number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf
Takedown.



 


		2.3.5	The Sponsor 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 Chairperson of the Board stating that in the
good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in
the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company
shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that
the Company shall not defer its obligation in this manner more than once in any 12-month period.



 


ARTICLE 3 


 


COMPANY PROCEDURES 


 


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



 


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



 


		3.1.2	prepare and file with the Commission such amendments and post-effective amendments to the Registration
Statement, and such supplements to the Prospectus, as may be requested by 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’ and Underwriters’ 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 and Underwriters may request in order to facilitate the disposition of the Registrable Securities owned by
such Holders;



 






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		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;



 


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



 


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



 


		3.1.10	permit a representative of the Holders (such representative to be selected by a majority of the
participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate,
at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant
in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality
agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any
Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or
Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response
to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter
a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless
contrary to applicable law;



 


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



 


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



 






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		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 $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary
“road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and



 


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



 


		3.2	Registration Expenses. The Registration Expenses of all Registrations shall be borne by
the Company. 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 Ordinary Shares held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or
any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with
such requirements.



 






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ARTICLE 4 


 


INDEMNIFICATION AND CONTRIBUTION 


 


		4.1	Indemnification.



 


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



 


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



 


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



 






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



 


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



 


ARTICLE 5 


 


MISCELLANEOUS 


 


		5.1	Notices. Any notice or communication under this Agreement must
be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered
or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii)
transmission by hand delivery, electronic mail, 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: 8840 Wilshire, Floor 2, Beverly Hills, California 90211,
and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records.
Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and
such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.




 






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		5.2	Assignment; No Third Party Beneficiaries.



 


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



 


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



 


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



 


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



 


		5.2.5	No assignment by any party hereto of such party’s rights, duties and obligations hereunder
shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment
as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the
Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of
joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and
void.



 


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



 


		5.4	Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY
ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT 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. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED
UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE
COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.



 


		5.5	Amendments and Modifications. Upon the written consent of the Company and the Holders of
at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants
and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or
modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely
affects one Holder, solely in his, her or its capacity as a holder of the capital shares 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 shainll operate as a waiver or preclude the
exercise of any other rights or remedies hereunder or thereunder by such party.



 


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



 


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



 


[Signature Page Follows]


 




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


 


	 	COMPANY:
	 	 
	 	VIDA FLASH ACQUISITIONS, a Cayman Islands exempted company
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 
	 	HOLDERS:
	 	 
	 	FLASH INVESTMENTS LLC, a Cayman Islands limited liability company
	 	 	 
	 	By:	 
	 	 	
        Name:

	 	 	Title:


 


[Signature Page to Registration Rights
Agreement]