Exhibit 10.2


 


INVESTOR RIGHTS AGREEMENT


 


THIS INVESTOR RIGHTS AGREEMENT (as it may be amended,
supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the “Investor Rights
Agreement”), dated as of October 29, 2022, which Agreement shall enter into effect upon the Closing (the “Effective
Date”), is made by and among (i) Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company, which entity shall transfer
by way of continuation and domesticate immediately prior to the Closing in accordance with the terms of the BCA (“PubCo”);
(ii) each of the parties listed as a “Seller” on the signature pages attached hereto (each, a “Seller”
and, collectively, the “Sellers”); (iii) Spree Operandi U.S. LP, a Delaware limited partnership and a wholly owned
subsidiary of Spree Operandi LP, a Cayman Islands exempted limited partnership (the “Sponsor”); and (iv) solely for
purposes of Article I, Section 2.11 (only in connection with the final sentence of that section), Section 2.15, Section
2.16(a), Section 3.3 and Article IV (A) Steven Greenfield, (B) Joachim Drees, (C) Philipp von Hagen, (D) Shay Kronfeld,
(E) Eran (Rani) Plaut, (F) David Riemenschneider and (G) Nir Sasson (each, a “Sponsor Principal” and, collectively,
the “Sponsor Principals” and, together with the Sponsor, the “Founder Holders” and, each, a “Founder
Holder”). Each of PubCo, the Sellers and each Founder Holder may be referred to herein as a “Party” and collectively
as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the BCA (as defined below).


 


RECITALS


 


WHEREAS, PubCo has negotiated that certain Business
Combination Agreement, with WHC Worldwide, LLC, a Missouri limited liability company (the “Operating Company”), (the
“BCA”), in connection with the business combination (the “Business Combination”) set forth in the
BCA;


 


WHEREAS, pursuant to the BCA, at the Closing,
(i) PubCo has contributed the Closing Date Contribution Amount and the Closing Date Equity Contribution (collectively, the “Contribution”)
and, in exchange therefor, the Operating Company has issued to PubCo a number of Class A Units (as defined below) determined pursuant
to the BCA and (ii) in connection with the Contribution and issuance described above, the Post-Closing Company Members have entered into
that certain Second Amended and Restated Operating Agreement of the Operating Company (the “Opco Operating Agreement”),
to, among other things, recapitalize the Pre-Closing Company Units such that, from and after the Closing, the Equity Securities (as defined
below) of the Operating Company consist of the Opco Units (as defined below), with the applicable rights, preferences and obligations
set forth in the Opco Operating Agreement;


 






     


     


    

 


WHEREAS, each of the Sellers has the right to
exchange its respective Class B Units (as defined below), and cancel an equal number of its respective shares of Class X Common Stock
(as defined below) for shares of Class A Common Stock (as defined below) in the manner set forth in, and pursuant to the terms and conditions
of, the Opco Operating Agreement;


 


WHEREAS, PubCo, the Sponsor and the Sponsor Principals
entered into that certain Registration Rights Agreement, dated as of December 15, 2021 (the “Original RRA”);


 


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


 


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


 


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


 


ARTICLE I

DEFINITIONS


 


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


 


“Adverse Disclosure” means
any public disclosure of material non-public information, which disclosure, in the good faith determination of the Board, after consultation
with counsel to PubCo, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which
they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed,
and (c) PubCo has a bona fide business purpose for not making such information public.


 


“Affiliate” of any particular
Person means any other Person controlling, controlled by or under common control with such Person, where “control” means the
possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting
securities, its capacity as a sole or managing member or otherwise; provided that no Party shall be deemed an Affiliate of PubCo
or any of its Subsidiaries for purposes of this Investor Rights Agreement.


 


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


 


“BCA” has the meaning set forth
in the Recitals.


 


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


 


“Board” means the board of
directors of PubCo.


 


“Business Day” means a day,
other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.








 






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


 


“Bylaws” means the “Post-Closing
Spree Bylaws” as defined in the BCA, as the same may be amended or amended and restated from time to time.


 


“Certificate of Incorporation”
means the “Post-Closing Spree Certificate of Incorporation” as defined in the BCA, as the same may be amended or amended and
restated from time to time.


 


“Class A Common Stock” means
the shares of Class A common stock, par value $0.0001 per share, of PubCo, including (a) any shares of such Class A common stock issuable
upon the exercise of any warrant or other right to acquire shares of such Class A common stock and (b) any Equity Securities of PubCo
that are issued or distributed or may be issuable with respect to such Class A common stock by way of conversion, dividend, stock split
or other distribution, consolidation, merger, exchange, reclassification, recapitalization or other similar transaction.


 


“Class A Units” means the “Class
A Units” as defined in the Opco Operating Agreement.


 


“Class B Units” means the “Class
B Units” as defined in the Opco Operating Agreement.


 


“Class X Common Stock” means
the shares of Class X Common Stock, par value $0.0001 per share, of PubCo, including (a) any shares of such Class X Common Stock issuable
upon the exercise of any warrant or other right to acquire shares of such Class X Common Stock and (b) any Equity Securities of PubCo
that are issued or distributed or may be issuable with respect to such Class X Common Stock by way of conversion, dividend, stock split
or other distribution, consolidation, merger, exchange, reclassification, recapitalization or other similar transaction.


 


“Common Stock” means shares
of the Class A Common Stock and the Class X Common Stock, including any shares of the Class A Common Stock and the Class X Common Stock
issuable upon the exercise of any warrant or other right to acquire shares of the Class A Common Stock and the Class X Common Stock.


 


“Confidential Information”
means confidential, non-public information about PubCo and its Subsidiaries.


 


“Contribution” has the meaning
set forth in the Recitals.


 


”Controlled Entity” means,
as to any Person, (a) any corporation more than fifty percent (50%) of the outstanding voting stock of which is owned by such Person or
such Person’s Family Members or Affiliates, (b) any trust, whether or not revocable, of which such Person or such Person’s
Family Members or Affiliates are the sole beneficiaries, (c) any partnership of which such Person or an Affiliate of such Person is the
managing partner or in which such Person or such Person’s Family Members or Affiliates hold partnership interests representing at
least fifty percent (50%) of such partnership’s capital and profits and (d) any limited liability company of which such Person or
an Affiliate of such Person is the manager or managing member or in which such Person or such Person’s Family Members or Affiliates
hold membership interests representing at least fifty percent (50%) of such limited liability company’s capital and profits.


 


“Demanding Holders” has the
meaning set forth in Section 2.1(c).








 






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


 


“Equity Securities” means any
share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation,
phantom stock, restricted stock, restricted stock unit, performance share, profit participation or similar rights), and any option, warrant,
right or security (including debt securities) convertible, exchangeable or exercisable therefor.


 


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


 


“Family Member” means, with
respect to any Person, such Person’s spouse, ancestors, descendants (whether by blood, marriage or adoption) or spouse of a descendant
of such Person, brothers and sisters (whether by blood, marriage or adoption) and inter vivos or testamentary trusts of which only
such Person and his or her spouse, ancestors, descendants (whether by blood, marriage or adoption), brothers and sisters (whether by blood,
marriage or adoption) are beneficiaries.


 


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


 


“Form S-1 Shelf” has the meaning
set forth in Section 2.1(a).


 


“Form S-3 Shelf” has the meaning
set forth in Section 2.1(a).


 


“Founder Holder” has the meaning
set forth in the Preamble.


 


“Holder” means any holder of
Registrable Securities who is a Party to, or who succeeds to rights under, this Investor Rights Agreement pursuant to Section 4.1.


 


“Holder Information” has the
meaning set forth in Section 2.10(b).


 


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


 


“Lock-Up Period” has the meaning
set forth in Section 3.1(a).


 


“Lock-Up Shares” has the meaning
set forth in Section 3.1(a).


 


“Maximum Number of Securities“
has the meaning set forth in Section 2.1(d).


 


“Minimum Takedown Threshold”
has the meaning set forth in Section 2.1(c).


 


“Misstatement” means 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.


 


“Opco Units” means, collectively,
the Class A Units and the Class B Units.


 


“Opco Operating Agreement”
has the meaning set forth in the Recitals.








 






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“Operating Company”
has the meaning set forth in the Recitals.


 


“Organizational Documents”
means the Certificate of Incorporation and the Bylaws.


 


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


 


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


 


“Permitted Transferee” means,
with respect to any Person, (a) any Family Member of such Person, (b) any Affiliate of such Person, (c) any Affiliate of any Family Member
of such Person (excluding any Affiliate under this clause (c) who operates or engages in a business which competes with the business
of PubCo or the Operating Company or any of their respective Subsidiaries), (d) with respect to the Sponsor or any Founder Holder, any
officer, director, employee, partner, shareholder, member or other equity holder of the Sponsor or such Founder Holder or its Affiliates
and (e) any Controlled Entity of such Person.


 


“Piggyback Registration” has
the meaning set forth in Section 2.2(a).


 


“Proceeding” has the meaning
set forth in Section 4.9.


 


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


 


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


 


“Registrable Securities”
means at any time (a) any shares of Class A Common Stock (including, without limitation, Class A Common Stock (i) issuable pursuant
to the Certificate of Incorporation and the Opco Operating Agreement upon an exchange of Class B Units and the corresponding
cancellation of an equal number of shares of Class X Common Stock in exchange for shares of Class A Common Stock, (ii) any shares of
Class A Common Stock issued pursuant to the BCA, (iii) held by the Founder Holders or Sellers; provided, however, that any
Pre-Closing Company Units issued by the Company in connection with any financing transactions prior to or at Closing shall be
excluded from the Registrable Securities) or (iv) any shares of Class A Common Stock issued upon exercise of the Earnout
Warrants, and (b) any Equity Securities of PubCo or any Subsidiary of PubCo that may be issued or distributed or be issuable with
respect to the securities referred to in clauses (a) by way of conversion, dividend, stock split or other distribution,
merger, consolidation, exchange, recapitalization or reclassification or similar transaction, in each case held by a Holder, other
than any security received pursuant to an incentive plan adopted by PubCo on or after the Closing Date; provided, however,
that any such Registrable Securities shall cease to be Registrable Securities to the extent (A) a Registration Statement with
respect to the sale of such Registrable Securities has become effective under the Securities Act and such Registrable Securities
have been sold, transferred, disposed of or exchanged in accordance with the plan of distribution set forth in such Registration
Statement, (B) such Registrable Securities shall have ceased to be outstanding, (C) such Registrable Securities have been sold to,
or through, a broker, dealer or underwriter in a public distribution or other public securities transaction, (D) such Registrable
Security is disposed of under SEC Rule 144 under the Securities Act or any other public sale pursuant to an exemption from the
registration requirements of the Securities Act as a result of which the legend on any certificate or book-entry notation
representing such Registrable Security restricting transfer of such Registrable Security has been removed or (E) for purposes of Article
II, the Holder thereof, together with its, his or her Permitted Transferees, Beneficially Owns less than one percent (1%) of the
shares of Class A Common Stock that are outstanding at such time. For purposes of this Agreement, a Person shall be deemed to be a
holder of shares of Class A Common Stock and such shares of Class A Common Stock shall be deemed to be in existence whenever such
Person has the right to acquire such shares of Class A Common Stock (upon conversion, exchange or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right other than
vesting), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a
holder of shares of Class A Common Stock.


 






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


 


“Registration Expenses” means
the expenses of a Registration or other Transfer pursuant to the terms of this Investor Rights Agreement, including the following:


 


(a)
all SEC or securities exchange registration and filing fees (including fees with respect to filings required to be made with FINRA);


 


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


 


(c)
all printing, messenger, telephone and delivery expenses;


 


(d)
all fees and disbursements of counsel for PubCo;


 


(e)
all fees and disbursements of all independent registered public accountants of PubCo incurred in connection with such Registration
or Transfer, including the expenses of any special audits and/or comfort letters required or incident to such performance and compliance;


 


(f) 
reasonable out-of-pocket fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Holders participating
in such Registration or Transfer; and


 


(g)
the costs and expenses of PubCo relating to analyst and investor presentations or any “road show” undertaken in connection
with the Registration and/or marketing of the Registrable Securities (including the expenses of the Holders).


 


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


 


“Representatives” means, with
respect to any Person, any of such Person’s officers, directors, managers, members, equityholders, employees, agents, attorneys,
accountants, actuaries, consultants, financial advisors or other Person acting on behalf of such Person.


 


“Requesting Holder” means any
Holder requesting piggyback rights pursuant to Section 2.2 with respect to an Underwritten Shelf Takedown.


 






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


 


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


 


“SEC Rule 145” means Rule 145
promulgated by the SEC under the Securities Act.


 


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


 


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


 


“Shelf” has the meaning set
forth in Section 2.1(a).


 


“Shelf Registration” means
a registration of securities pursuant to a Registration Statement filed with the SEC in accordance with and pursuant to Rule 415 promulgated
under the Securities Act.


 


“Shelf Takedown” means an Underwritten
Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.


 


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


 


“Sponsor Letter” means that
certain Letter Agreement, dated as of December 15, 2021, by and among PubCo,, the Founder Holders and the other parties thereto.


 


“Sponsor Members” has the meaning
set forth in Section 2.16(a).


 


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


 


“Subsequent Shelf Registration“
has the meaning set forth in Section 2.1(b).


 


“Transfer” means, when used
as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition by the Transferor (whether by operation
of law or otherwise) and, when used as a verb, the Transferor voluntarily or involuntarily transfers, sells, pledges or hypothecates or
otherwise disposes of (whether by operation of law or otherwise), including, in each case, (a) the establishment or increase of a put
equivalent position or liquidation with respect to, or decrease of a call equivalent position within the meaning of Section 16 of the
Exchange Act with respect to, any security or (b) entry into any swap or other arrangement that transfers to another Person, in whole
or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise. The terms “Transferee,” “Transferor,” “Transferred,” and other
forms of the word “Transfer” shall have the correlative meanings.


 


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


 


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


 






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“Underwritten Shelf Takedown”
has the meaning set forth in Section 2.1(c).


 


“Warrants” means the outstanding
warrants, each exercisable into one (1) share of Class A Common Stock, to purchase an aggregate of up to 950,000 shares of Class A Common
Stock, which were issued to the Sponsor pursuant to that certain Private Units Purchase Agreement, dated December 15, 2021, by and among
the Sponsor and PubCo.


 


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


 


“Withdrawal Notice” has the
meaning set forth in Section 2.1(e).


 


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


 


(a)
the singular shall include the plural, and the plural shall include the singular, unless the context clearly prohibits that construction;


 


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


 


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


 


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


 


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


 


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


 


(g)
the word “or” shall be construed to mean “and/or” and the words “neither,” “nor,”
“any,” “either” and “or” shall not be exclusive, unless the context clearly prohibits that construction;
and


 


(h)
the phrase “to the extent” shall be construed to mean “the degree by which.”


 






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ARTICLE II


REGISTRATION RIGHTS


 


Section 2.1 
Shelf Registration.


 


(a)
Filing. PubCo shall file, within forty-five (45) days of the Closing Date or such other earlier date as it is required in
accordance with any PIPE Subscription Agreement, a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3
Shelf”), or if PubCo is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S- 1 (the
“Form S-1 Shelf” and, together with the Form S-3 Shelf (and any Subsequent Shelf Registration), the “Shelf”),
in each case, covering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed
or continuous basis. PubCo shall use its commercially reasonable efforts to cause the Shelf to become effective as soon as practicable
after such filing, but in no event later than ninety (90) days after the initial filing thereof (or one hundred and twenty (120) days
after the initial filing thereof if the SEC notifies PubCo that it will “review” the Shelf) or such other earlier date as
it is required in accordance with any PIPE Subscription Agreement. The 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. PubCo shall maintain
the Shelf in accordance with the terms of this Investor Rights Agreement, and shall prepare and file with the SEC such amendments, including
post-effective amendments, and supplements as may be necessary to keep such Shelf 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. In the event PubCo files
a Form S-1 Shelf, PubCo shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration)
to a Form S-3 Shelf as soon as practicable after PubCo is eligible to use Form S-3.


 


(b) Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while there are any
Registrable Securities outstanding, PubCo 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 as a Shelf Registration (a “Subsequent Shelf
Registration”) registering the resale of all outstanding Registrable Securities from time to time, and pursuant to any
method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed,
PubCo 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 (it being agreed that the Subsequent Shelf
Registration shall be an Automatic Shelf Registration Statement if PubCo is a Well-Known Seasoned Issuer) 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 outstanding. Any such Subsequent Shelf Registration shall be on
Form S-3 to the extent that PubCo 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, PubCo, 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 PubCo’s option, the 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 of this Investor Rights Agreement.


 






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(c)
Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf has been declared effective
by the SEC, the Holders may request to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered
pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that PubCo shall only be obligated
to effect an Underwritten Shelf Takedown if such offering (i) 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 (the “Minimum
Takedown Threshold”) or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder. All requests
for Underwritten Shelf Takedowns shall be made by giving written notice to PubCo, 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; provided that each Holder agrees that the fact that such a notice has been delivered shall
constitute Confidential Information subject to Section 4.14. The Holders that requested such Underwritten Shelf Takedown (the “Demanding
Holders”) holding a majority in interest of the Registrable Securities to be registered pursuant to such Underwritten Shelf
Takedown shall have the right to select the Underwriters for such offering (which shall consist of one (1) or more reputable nationally
or regionally recognized investment banks), and to agree to the pricing and other terms of such offering; provided that such selection
shall be subject to the consent of PubCo, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything
to the contrary contained in this Investor Rights Agreement, in no event shall any Holder or any Transferee thereof request an Underwritten
Shelf Takedown during the Lock-Up Period applicable to such Person. No Holder may request any Underwritten Shelf Takedown more than two
(2) times in any twelve (12) month period, subject to the provision in the first sentence of this Section 2.1(c).


 


(d) Reduction
of Underwritten Shelf Takedowns. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith,
advise PubCo, 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 shares of
Common Stock or other Equity Securities that PubCo desires to sell and all other shares of Common Stock or other Equity Securities,
if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggyback
registration rights held by any other stockholders of PubCo, exceeds the maximum dollar amount or maximum number of Equity
Securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the
distribution method or the probability of success of such Underwritten Offering (such maximum dollar amount or maximum number of
such Equity Securities, as applicable, the “Maximum Number of Securities“), then PubCo shall include in such
Underwritten Offering, as follows: at all times (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 Shelf Takedown) 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 shares of Common Stock or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the
Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (i) and (ii), the shares of Common Stock or other Equity Securities of other Persons that PubCo is
obligated to include in such Underwritten Offering pursuant to separate written contractual arrangements with such Persons and that
can be sold without exceeding the Maximum Number of Securities.


 






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(e)
Withdrawal. Any of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from
such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”)
to PubCo and the Underwriter or Underwriters (if any) of such Demanding Holder’s intention to withdraw from such Underwritten Shelf
Takedown, prior to the public announcement of the Underwritten Shelf Takedown by PubCo; provided that a Holder not so withdrawing
may elect to have PubCo continue such Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied or if such
Underwritten Shelf Takedown would be made with respect to all of the Registrable Securities of such Holder. Following the receipt of any
Withdrawal Notice, PubCo shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten
Shelf Takedown. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, PubCo shall be responsible for the
Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to delivery of a Withdrawal Notice under this Section
2.1(e).


 


(f) 
Long-Form Demands. Upon the expiration of the Lock-Up Period applicable to such Person, and during such times as no Shelf
is effective, each Holder may demand that PubCo file a Registration Statement on Form S-1 for the purpose of conducting an Underwritten
Offering of any or all of such Holder’s Registrable Securities. PubCo shall file such Registration Statement within thirty (30)
days of receipt of such demand and use its commercially reasonable efforts to cause the same to be declared effective within sixty (60)
days of filing. The provisions of Section 2.1(c), Section 2.1(d) and Section 2.1(e) shall apply to this Section
2.1(f) as if a demand under this Section 2.1(f) were an Underwritten Shelf Takedown; provided that in order to withdraw
a demand under this Section 2.1(f), such withdrawal must be received by PubCo prior to PubCo having publicly filed a Registration
Statement pursuant to this Section 2.1(f).


 


Section 2.2 
Piggyback Registration.


 


(a) Piggyback
Rights. If PubCo or any Holder proposes to conduct a registered offering of, or if PubCo proposes to file a Registration
Statement under the Securities Act with respect to an offering of, Equity Securities of PubCo or securities or other obligations
exercisable or exchangeable for or convertible into Equity Securities of PubCo, for its own account or for the account of
stockholders of PubCo (or by PubCo and by the stockholders of PubCo, including an Underwritten Shelf Takedown pursuant to Section
2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any
employee stock option or other benefit plan or SEC Rule 145 transaction, (ii) for an exchange offer or offering of securities solely
to PubCo’s existing stockholders, (iii) for an offering of debt that is convertible into Equity Securities of PubCo or (iv)
for a dividend reinvestment plan, then PubCo shall give written notice of such proposed offering to all Holders as soon as
practicable but not less than four (4) calendar days before the anticipated filing date of such Registration Statement or, in the
case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, 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 and if known, in such offering and (B) offer to all of the Holders the
opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing
within three (3) calendar days after receipt of such written notice (such registered offering, a “Piggyback
Registration”); provided that each Holder agrees that the fact that such a notice has been delivered shall
constitute Confidential Information subject to Section 4.14. PubCo shall cause such Registrable Securities to be included in
such Piggyback Registration and shall use its commercially reasonable 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 Section 2.2(a)
to be included in a Piggyback Registration on the same terms and conditions as any similar securities of PubCo included in such
registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended
method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be
subject to such Holder’s agreement to abide by the terms of Section 2.6.


 






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(b) Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration (other than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Holders participating in the
Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other Equity Securities that PubCo
desires to sell, taken together with (i) the shares of Common Stock or other Equity Securities, if any, as to which Registration or
a registered offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders
hereunder and (ii) the shares of Common Stock or other Equity Securities, if any, as to which registration has been requested
pursuant to Section 2.2, exceeds the Maximum Number of Securities, then: (i) if the Registration is initiated and undertaken
for PubCo’s account, PubCo shall include in any such Registration (A) first, the shares of Common Stock or other Equity
Securities that PubCo 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 Section 2.2(a) (pro rata based
on the respective number of Registrable Securities that each 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 shares of Common Stock or other Equity Securities, if any,
as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of
PubCo, which can be sold without exceeding the Maximum Number of Securities; or (ii) if the Registration is pursuant to a request by
Persons other than the Holders, then PubCo shall include in any such Registration (A) first, the shares of Common Stock or other
Equity Securities, if any, of such requesting Persons, other than the Holders, 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 Section
2.2(a) (pro rata based on the respective number of Registrable Securities that each Holder has requested 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 shares of Common Stock or other
Equity Securities that PubCo 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 shares of Common Stock or other Equity Securities, if any, for the account of other Persons that PubCo is obligated to register
pursuant to separate written contractual piggyback registration rights of such Persons, which can be sold without exceeding the
Maximum Number of Securities.


 


Notwithstanding anything to the contrary in this
Section 2.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all
sales pursuant to such Underwritten Shelf Takedown pursuant to Section 2.1 have not been effected in accordance with the applicable
plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration
to all Holders pursuant to Section 2.2, then any reduction in the number of Registrable Securities to be offered in such offering
shall be determined in accordance with Section 2.1(d), instead of this Section 2.2(b).


 






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(c)
Piggyback Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or
no reason whatsoever upon written notification to PubCo and the Underwriter or Underwriters (if any) of such Holder’s intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the SEC with respect
to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable
“red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction.
PubCo (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 SEC in connection with a Piggyback Registration (which,
in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary set forth in this Investor Rights Agreement, PubCo shall be responsible for the Registration Expenses incurred in connection
with a Piggyback Registration prior to its withdrawal under this Section 2.2(c).


 


(d)
Notwithstanding anything herein to the contrary, this Section 2.2 shall not apply (i) for any Holder or Party, prior to
the expiration of the Lock-Up Period in respect of such Holder or Party or (ii) to any Shelf Take-Down irrespective of whether such Shelf
Take-Down is an Underwritten Shelf Take-Down or not an Underwritten Shelf Take-Down.


 


Section 2.3  Restriction
on Transfer. In connection with any Underwritten Offering of Equity Securities of PubCo, each Holder that participates in such
Underwritten Offering agrees that it shall not Transfer any shares of Common Stock (other than those included in such offering
pursuant to this Investor Rights Agreement), without the prior written consent of PubCo, during the period commencing seven (7)
calendar days prior (to the extent notice of such Underwritten Offering has been provided) to such Underwritten Offering and ending
upon the shorter of (a) the shortest number of days that a director of PubCo, “executive officer” (as defined under
Section 16 of the Exchange Act) of PubCo or any stockholder of PubCo (other than a Holder or director or employee of, or consultant
to, PubCo) who owns ten percent (10%) or more of the outstanding shares of Common Stock contractually agrees with the Underwriters
of such Underwritten Offering to not to sell any securities of PubCo following such Underwritten Offering and (b) the ninety
(90)-day period beginning on the date of pricing of such offering, except in the event the Underwriter managing the offering
otherwise agrees by written consent, and further agrees to execute a customary lock-up agreement in favor of the Underwriters to
such effect (in each case, on substantially the same terms and conditions as all such Holders).


 






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Section 2.4 
General Procedures. In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and any
regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo
with the advice of its counsel, PubCo shall use its commercially reasonable efforts (except as set forth in Section 2.4(d)) to
effect such Registration and/or Shelf Takedown to permit the sale of the Registrable Securities included in such Registration and/or Shelf
Takedown in accordance with the intended plan of distribution thereof, and pursuant thereto PubCo shall, as expeditiously as possible:


 


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


 


(b)
prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder or as may be required by the rules, regulations or instructions applicable
to the registration form used by PubCo 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;


 


(c)
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, if any, 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 or the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


(d) prior
to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” Laws of such jurisdictions in the
United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of
distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such
registration or qualification) 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 Entities as may be necessary by virtue of the business and
operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such
jurisdictions; provided, however, that PubCo shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify 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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(e)
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by PubCo are then listed;


 


(f) 
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;


 


(g)
advise each Holder of Registrable Securities covered by a Registration Statement, promptly after it shall receive notice or obtain
knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation
or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any
stop order or to obtain its withdrawal if such stop order should be issued;


 


(h)
at least three (3) calendar 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 draft thereof to each Holder of Registrable Securities included in such Registration Statement, or its counsel,
if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);


 


(i)
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 2.7;


 


(j)
permit Representatives of the Holders, the Underwriters, if any, and any attorney, consultant or accountant retained by such Holders
or Underwriter to participate, at each such Person’s own expense, except to the extent such expenses constitute Registration Expenses,
in the preparation of the Registration Statement, and cause PubCo’s officers, directors and employees to supply all information
reasonably requested by any such Representative, Underwriter, attorney, consultant or accountant in connection with such Registration;
provided, however, that such Persons agree to confidentiality arrangements reasonably satisfactory to PubCo, prior to the
release or disclosure of any such information;


 


(k) obtain
a “cold comfort” letter, and a bring-down thereof, from PubCo’s independent registered public accountants in the
event of an Underwritten Offering 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;


 


(l)
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurances
letter, dated as of such date, of counsel representing PubCo 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 such 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 the participating Holders;


 






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(m)
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 Underwritten Offering;


 


(n)
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning within three (3) months after the effective date of such 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 SEC);


 


(o)
if an Underwritten Offering involves Registrable Securities with a total offering price (including piggyback securities and before
deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $35,000,000, use its commercially reasonable efforts
to make available senior executives of PubCo to participate in customary “road show” presentations that may be reasonably
requested by the Underwriter in such Underwritten Offering; and


 


(p)
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.


 


Section 2.5 
Registration Expenses. The Registration Expenses of all Registrations shall be borne by PubCo. It is acknowledged by the
Holders that the Holders selling any Registrable Securities in an offering shall bear all incremental selling expenses relating to the
sale of Registrable Securities (including all reasonable fees and expenses of any legal counsel representing such Holders (to the extent
such counsel is not also representing PubCo, as determined in accordance with clause (f) of the definition of “Registration
Expenses”)), such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs, in each case, pro
rata based on the number of Registrable Securities that such Holders have sold in such Registration.


 


Section 2.6  Requirements
for Participating in Underwritten Offerings. Notwithstanding anything to the contrary contained in this Investor Rights
Agreement, if any Holder does not provide PubCo with its requested Holder Information, PubCo may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if PubCo determines, based on the advice of counsel,
that such information is necessary to effect the Registration and such Holder continues thereafter to withhold such information. No
Person may participate in any Underwritten Offering of Equity Securities of PubCo pursuant to a Registration under this Investor
Rights Agreement unless such Person (a) agrees to sell such Person’s Registrable Securities on the basis provided in any
underwriting and other arrangements approved by PubCo in the case of an Underwritten Offering initiated by PubCo, and approved by
the Demanding Holders in the case of an Underwritten Offering initiated by the Demanding Holders and (b) completes and executes all
customary questionnaires, powers of attorney, custody agreements, indemnities, lock-up agreements, underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements. Subject to the minimum
thresholds set forth in Section 2.1(c) and 2.4(o), the exclusion of a Holder’s Registrable Securities as a
result of this Section 2.6 shall not affect the registration of the other Registrable Securities to be included in such
Registration.


 






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Section 2.7 
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from PubCo that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies
of a supplemented or amended Prospectus correcting the Misstatement (and PubCo hereby covenants to prepare and file such supplement or
amendment as soon as practicable after giving such notice), or until it is advised in writing by PubCo 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 PubCo to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements
that are unavailable to PubCo for reasons beyond PubCo’s reasonable control, PubCo 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 ninety (90) days in any twelve (12)-month period, determined in good faith by PubCo to be necessary
for such purpose. In the event PubCo 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 such Registration in connection with any sale or
offer to sell Registrable Securities. PubCo shall immediately notify the Holders of the expiration of any period during which it exercised
its rights under this Section 2.7.


 


Section 2.8 
Reporting Obligations. As long as any Holder shall own Registrable Securities, PubCo, 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 PubCo after the Effective Date 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; provided that any documents publicly filed or
furnished with the SEC pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished
to the Holders pursuant to this Section 2.8.


 


Section 2.9  Other
Obligations. In connection with a Transfer of Registrable Securities pursuant to SEC Rule 144 or through any broker-dealer
transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration Statement of
which such Prospectus forms a part, PubCo shall, subject to applicable Law, as interpreted by PubCo with the advice of counsel, and
the receipt of any customary documentation required from the applicable Holders in connection therewith, (a) promptly instruct its
transfer agent to remove any restrictive legends applicable to the Registrable Securities being Transferred and (b) cause its legal
counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under clause
(a). In addition, PubCo shall cooperate reasonably with, and take such customary actions as may reasonably be requested by the
Holders in connection with, the aforementioned Transfers; provided, however, that PubCo shall have no obligation to
participate in any “road shows” or assist with the preparation of any offering memoranda or related documentation with
respect to any Transfer of Registrable Securities in any transaction that does not constitute an Underwritten Offering.


 






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Section 2.10 
Indemnification and Contribution.


 


(a)
PubCo agrees to indemnify and hold harmless each Holder, its officers, managers, directors, employees, trustees, equityholders,
beneficiaries, affiliates, agents and Representatives 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) (or actions in respect thereto) caused
by, resulting from, arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or similar document incident to any Registration, qualification, compliance or sale effected
pursuant to this Article II 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 or (ii) any violation or alleged violation by
PubCo of the Securities Act or any other similar federal or state securities Laws, and will reimburse, as incurred, each such Holder,
its officers, managers, directors, trustees, equityholders, beneficiaries, affiliates, agents and Representatives and each Person who
controls such Holder (within the meaning of the Securities Act) for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such loss, claim, damage, liability or expense; provided that PubCo will not be liable in any
such case to the extent that any such loss, claim, damage, liability or expense are caused by, arises out of or is based on any untrue
statement or omission made in reliance and in conformity with written information furnished to PubCo by or on behalf of such Holder expressly
for use therein. PubCo shall indemnify each Underwriter, its respective officers and directors and each Person who controls such Underwriter
(within the meaning of the Securities Act) to the same extent as provided in the foregoing sentence with respect to the indemnification
of each Holder.


 


(b) In
connection with any Registration Statement or Prospectus in which a Holder of Registrable Securities is participating, such Holder
shall furnish to PubCo in writing such information and affidavits as PubCo reasonably requests for use in connection with any such
Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by Law, such Holder
shall indemnify and hold harmless PubCo, its officers, managers, directors, employees, trustees, equityholders, beneficiaries,
affiliates, agents and Representatives and each Person who controls PubCo (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) (or actions in respect thereof)
arising out of, resulting from or based on any untrue statement of material fact contained in the Registration Statement, Prospectus
or preliminary Prospectus or similar document 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 or on behalf of 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 each Underwriter, its officers, directors and each Person who
controls such Underwriter (within the meaning of the Securities Act) to the same extent as provided in the foregoing sentence with
respect to indemnification of PubCo.


 






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(c)
Any Person entitled to indemnification under this Section 2.10 shall (i) give prompt written notice, after such Person has
actual knowledge thereof, to the indemnifying party of any claim or litigation with respect to which such Person 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 in the defense of any such claim or litigation) and (ii) permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party (not be unreasonably
withheld, conditioned or delayed) and the indemnified party may participate in such defense at the indemnifying party’s expense
if representation of such indemnified party would be inappropriate due to actual or potential differing interests between such indemnified
party and any other party represented by such counsel in such proceeding. An indemnifying party, in the defense of any such claim or litigation,
without the consent of each indemnified party, may only consent to the entry of any judgment or enter into any settlement that (i) includes
as a term thereof the giving by the claimant or plaintiff therein to such indemnified party of an unconditional release from all liability
with respect to such claim or litigation and (ii) does not include any recovery (including any statement as to or an admission of fault,
culpability or a failure to act by or on behalf of such indemnified party) other than monetary damages; provided that any sums
payable in connection with such settlement are paid in full by the indemnifying party.


 


(d)
The indemnification provided under this Investor Rights Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, manager, director, Representative or controlling Person of such indemnified
party and shall survive the Transfer of securities.


 


(e) If
the indemnification provided in this Section 2.10 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 Section 2.10(e) 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 Sections 2.10(a), 2.10(b) and 2.10(c), any legal or other fees, charges or expenses reasonably
incurred by such Party in connection with any investigation or proceeding. The Parties agree that it would not be just and equitable
if contribution pursuant to this Section 2.1(e) 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 Section 2.1(e). 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 Section 2.1(e) from any Person who was not guilty of such fraudulent misrepresentation.


 






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Section 2.11 
Other Registration Rights. Other than the registration rights set forth in the Original RRA and in the PIPE Subscription
Agreements, PubCo represents and warrants that no Person, other than a Holder of Registrable Securities pursuant to this Investor Rights
Agreement, has any right to require PubCo to register any securities of PubCo for sale or to include such securities of PubCo in any Registration
Statement filed by PubCo for the sale of securities for its own account or for the account of any other Person. Further, each of PubCo,
the Sponsor and the Sponsor Principals represents and warrants that this Investor Rights Agreement supersedes any other registration rights
agreement or agreement (including the Original RRA), other than the PIPE Subscription Agreements.


 


Section 2.12 
SEC Rule 144. With a view to making available to the Holders the benefits of SEC Rule 144, PubCo covenants that it will
(a) make available at all times information necessary to comply with SEC Rule 144, if SEC Rule 144 is available with respect to resales
of the Registrable Securities under the Securities Act and (b) take such further action as the Holders may reasonably request, all to
the extent required from time to time to enable them to sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by SEC Rule 144 promulgated under the Securities Act (if available with respect to resales of
the Registrable Securities), as such rule may be amended from time to time. Upon the request of any Holder, PubCo will deliver to such
Holder a written statement as to whether PubCo has complied with such information requirements, and, if not, the specific reasons for
non-compliance.


 


Section 2.13 
Term. This Article II shall terminate with respect to any Holder upon the earlier of (i) the date that such Holder
has sold all Registrable Securities 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 (ii)
all such Registrable Securities held by such Holder are permitted to be sold without registration pursuant to 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
2.10 shall survive any such termination with respect to such Holder.


 


Section 2.14 
Holder Information. Each Holder agrees, if requested in writing by PubCo, to represent to PubCo the total number of Registrable
Securities held by such Holder in order for PubCo to make determinations under this Investor Rights Agreement, including for purposes
of Section 2.12. Other than the Sellers and the Founder Holders, a Party who does not hold Registrable Securities as of the Closing
Date and who acquires Registrable Securities after the Closing Date will not be a “Holder” until such Party gives PubCo
a representation in writing of the number of Registrable Securities it holds.


 






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Section 2.15 
Termination of Original RRA. Upon the Closing, PubCo, the Sponsor and the Sponsor Principals hereby agree that the Original
RRA and all of the respective rights and obligations of the parties thereunder are hereby terminated in their entirety and shall be of
no further force or effect.


 


Section 2.16 
Distributions; Direct Ownership.


 


(a)
In the event that, pursuant to and in accordance with Section 3.2, the Sponsor distributes any of its Registrable Securities
to its equityholders, limited partners and members of its general partner (the “Sponsor Members”), the Sponsor Members
shall be treated as the Sponsor under this Investor Rights Agreement; provided that the Sponsor Members, taken as a whole, shall
not be entitled to rights in excess of those conferred on the Sponsor, as if the Sponsor remained a single entity party to this Investor
Rights Agreement.


 


In the event that a Seller distributes
all of its Registrable Securities to its equityholders, such equityholders shall be treated as a Seller under this Investor Rights Agreement;
provided that such equityholders, taken as a whole, shall not be entitled to rights in excess of those conferred on a Seller, as
if such Seller remained a single party to this Investor Rights Agreement.


 


Section 2.17 
Adjustments. If there are any changes in the shares of Common Stock as a result of stock split, stock dividend, combination
or reclassification, or through merger, consolidation, recapitalization or other similar event, equitable adjustment shall be made in
the provisions of this Investor Rights Agreement, as may be required, so that the rights, privileges, duties and obligations under this
Investor Rights Agreement shall continue with respect to the shares of Common Stock as so changed.


 


ARTICLE III

LOCK-UP


 


Section 3.1 
Lock-Up.


 


(a)
Each Holder severally, and not jointly, agrees with PubCo not to effect any Transfer, or make a public announcement of any intention
to effect such Transfer, of any Lock-Up Shares Beneficially Owned or otherwise held by such Holder during the Lock-Up Period; provided
that such prohibition shall not apply to Transfers (i) permitted pursuant to Section 3.2 or (ii) permitted pursuant to Article
II (other than Section 2.9). The “Lock-Up Period” with respect to the Lock-Up Shares of each Holder shall
be the period commencing on the Closing Date and continuing until the date that is the earlier of (i) one hundred eighty (180) days after
the Closing Date or (ii) at least 150 days subsequent to the Closing Date, if the last sale price of the Class A Common Stock equals
or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period. “Lock-Up Shares”
means the Equity Securities of PubCo and the Operating Company held by the Holders (other than the Sponsor Principals, except to the extent
a Sponsor Principal is a transferee (including Permitted Transferee) of Lock-Up Shares from another Holder), directly or indirectly, as
of the Closing Date; provided that in no event shall the Warrants (or any shares of Class A Common Stock issued upon exercise of
any Warrant) be considered “Lock-Up Shares.”


 






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(b)
 During the Lock-Up Period, any purported Transfer of Lock-Up Shares other than in accordance with this Investor Rights Agreement
shall be null and void, and PubCo shall refuse to recognize any such Transfer for any purpose.


 


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


 


Section 3.2 
Permitted Transfers. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up
Period applicable to any Lock-Up Shares of a Holder, such Holder may Transfer, without the consent of PubCo, any of such Lock-Up Shares
to (a) any of such Holder’s Permitted Transferees, upon written notice to PubCo or (b)(i) a charitable organization, upon written
notice to PubCo, (ii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual, (iii)
in the case of an individual, pursuant to a qualified domestic relations order or (iv) pursuant to any liquidation, merger, stock exchange
or other similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property subsequent to the Business Combination; provided that in connection with any Transfer of
such Lock-Up Shares pursuant to clause (b)(ii) or clause (b)(iii), (A) the restrictions and obligations contained in Section
3.1 and this Section 3.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and (B) the
Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such
Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares that is a Permitted
Transferee of the Transferor shall be required, at the time of and as a condition to such Transfer, to become a party to this Investor
Rights Agreement, by executing and delivering a joinder, substantially in the form attached to this Investor Rights Agreement as Exhibit
A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes
of this Investor Rights Agreement. Notwithstanding anything to the contrary, and for the avoidance of doubt, the Sponsor shall be permitted
to forfeit any portion of its Lock-Up Shares pursuant to the Sponsor Letter.


 


Section 3.3 
Other Lock-Up Restrictions. Each of PubCo, the Sponsor and each Sponsor Principal hereby acknowledge and agree that this
Article III supersedes Section 6 of the Sponsor Letter in all respects, and, upon execution of this Investor Rights Agreement by
each of PubCo, the Sponsor and each Sponsor Principal, the Sponsor Letter shall be deemed amended to remove Section 6 of the Sponsor Letter.


 


ARTICLE IV GENERAL PROVISIONS


 


Section 4.1 
Assignment; Successors and Assigns; No Third Party Beneficiaries.


 


(a) Except
as otherwise permitted pursuant to this Investor Rights Agreement, and other than assignments in connection with a distribution
pursuant to Section 2.16, no Party may assign such Party’s rights and obligations under this Investor Rights Agreement,
in whole or in part, without the prior written consent of Pubco. Any attempted assignment of rights or obligations in violation of
this Article IV shall be null and void.


 






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(b)
Notwithstanding anything to the contrary contained in this Investor Rights Agreement (other than the succeeding sentence of this
Section 4.1(b)), (i) prior to the expiration of the Lock-Up Period with respect to any Lock-Up Shares of a Holder, such Holder
may not Transfer such Holder’s rights or obligations under this Investor Rights Agreement in connection with a Transfer of such
Holder’s Registrable Securities, in whole or in part, except in connection with a Transfer pursuant to Section 3.2, and (ii)
after the expiration of the Lock-Up Period with respect to such Lock-Up Shares, such Holder may Transfer such Holder’s rights or
obligations under this Investor Rights Agreement in connection with a Transfer of such Holder’s Registrable Securities, in whole
or in part, to (A) any of such Holder’s Permitted Transferees or (B) any Person with the prior written consent of PubCo. Any Transferee
of Registrable Securities (other than pursuant to an effective Registration Statement or an SEC Rule 144 transaction) pursuant to this
Section 4.1(b) shall be required, at the time of and as a condition to such Transfer, to become a party to this Investor Rights
Agreement by executing and delivering a joinder, substantially in the form attached to this Investor Rights Agreement as Exhibit A,
whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this
Investor Rights Agreement. No Transfer of Registrable Securities by a Holder shall be registered on PubCo’s books and records, and
such Transfer of Registrable Securities shall be null and void and not otherwise effective, unless any such Transfer is made in accordance
with the terms and conditions of this Investor Rights Agreement, and PubCo is hereby authorized by all of the Holders to enter appropriate
stop transfer notations on its transfer records to give effect to this Investor Rights Agreement.


 


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


 


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


 


Section 4.2 
Termination. Article II of this Investor Rights Agreement shall terminate as set forth in Section 2.13. The
remainder of this Investor Rights Agreement shall terminate automatically (without any action by any Party) as to each Holder when such
Holder ceases to Beneficially Own any Registrable Securities; provided that the provisions of Section 2.10 shall survive
any such termination with respect to such Holder.


 


Section 4.3 
Severability. If any provision of this Investor Rights Agreement is determined to be invalid, illegal or unenforceable by
any Governmental Entity, the remaining provisions of this Investor Rights Agreement, to the extent permitted by Law shall remain in full
force and effect.


 






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Section 4.4 
Entire Agreement; Amendments; No Waiver.


 


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


 


(b)
No provision of this Investor Rights Agreement may be amended or modified in whole or in part at any time without the express written
consent of (i) PubCo, (ii) for so long as the Sponsor and its Permitted Transferees collectively Beneficially Own Class A Common Stock
representing seventy-five percent (75%) or more of the Class A Common Stock held by the Sponsor immediately after the Closing, the Sponsor
and (ii) in any event at least the Holders holding in the aggregate more than fifty percent (50%) of the Registrable Securities Beneficially
Owned by the Holders; provided that any such amendment or modification that would be materially adverse in any respect to any Holder
shall require the prior written consent of such Holder; provided, further that a provision that has terminated with respect
to a Party shall not require any consent of such Party (and such Party’s Class A Common Stock shall not be considered in computing
any percentages) with respect to amending or modifying such provision.


 


(c)
No waiver of any provision or default under, nor consent to any exception to, the terms of this Investor Rights Agreement shall
be effective unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided;
provided that, notwithstanding the foregoing, no waiver of any provision or default under, nor consent to any exception to, the
terms and provisions of Article III shall be effective unless in writing and signed by each of (i) PubCo, (ii) for so long as the
Sponsor and its Permitted Transferees collectively Beneficially Own Class A Common Stock representing fifty percent (50%) or more of the
Class A Common Stock held by the Sponsor immediately after the Closing, the Sponsor and (iii) at least the Holders holding, in the aggregate,
more than fifty percent (50%) of the Registrable Securities Beneficially Owned by the Holders.


 


(d)
Notwithstanding the foregoing provisions of this Section 4.4, other than with respect to amendments, modifications, waivers
or consents relating to Article III, no amendment, modification, waiver or consent shall be required by (i) the Sponsor or its
Permitted Transferees, with respect to any provision that has, in accordance with Section 4.2, terminated as to the Founder Holders
or (ii) any Seller or its Permitted Transferees, with respect to any provision that has, in accordance with Section 4.2, terminated
as to such Seller or all of the Sellers.


 


Section 4.5  Counterparts;
Electronic Delivery. This Investor Rights Agreement and any other agreements, certificates, instruments and documents delivered
pursuant to this Investor Rights Agreement may be executed and delivered in one or more counterparts and by email or other
electronic transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement.
No Party shall raise the use of email to deliver a signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of email as a defense to the formation or enforceability of a contract and each Party
forever waives any such defense.


 






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Section 4.6 
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given
(and shall be deemed to have been duly given) by delivery in person, by email (having obtained electronic delivery confirmation thereof
(i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an “error” or
similar message that such email was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return
receipt requested) (upon receipt thereof) to the other Parties as follows:


 





	(a)	if to PubCo, to:



 


WHC Worldwide, LLC


1300 Lydia Ave.


Kansas City, MO, 64106


Attn.: Chief Executive Officer


Email: wmgeorge@ztrip.com


 


with copies (which shall not constitute
notice) to:


 


Stinson LLP


1201 Walnut Street, Suite 2900


Kansas City, MO 64106


Attn.: Jack Bowling & Stephen Quinlivan


Email: jack.bowling@stinson.com


stephen.quinlivan@stinson.com


 


		(b)	if to any Seller, to the address set forth on the signature
pages hereto:



		 	 



		(c)	if to any Founder Holder, to:



 


1922 Wildwood PL NE


Atlanta GA, 30324, USA

Attn: Steven Greenfield

E-mail: sg@spree1.com


 


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


 


Meitar Law Offices


16 Abba Hillel Rd.


Ramat Gan 5250608,
Israel


Attn.: David Chertok


Email: dchertok@meitar.com


 


or to such other address as the party to whom
notice is given may have furnished following the date of this Investor Rights Agreement and prior to such notice to the others in writing
in the manner set forth above.


 






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Section 4.7 
Governing Law. This Investor Rights Agreement and the consummation of the transactions contemplated by this Investor Rights
Agreement, and any action, suit, dispute, controversy or claim arising out of this Investor Rights Agreement and the consummation of the
transactions contemplated by this Investor Rights Agreement, or the validity, interpretation, breach or termination of this Investor Rights
Agreement and the consummation of the transactions contemplated by this Investor Rights Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State
of Delaware.


 


Section 4.8 
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING
UNDER THIS INVESTOR RIGHTS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT
OF THIS INVESTOR RIGHTS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR ANY FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH
HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS INVESTOR RIGHTS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE
OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS INVESTOR RIGHTS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.8.


 


Section 4.9  Submission
to Jurisdiction. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court
of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the
State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or the United States District Court
for the District of Delaware and, in each case, the appellate court(s) therefrom), for the purposes of any proceeding, claim,
demand, action or cause of action (“Proceeding”) (a) arising under this Investor Rights Agreement or (b) in any way
connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the transactions
contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any
such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such
Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to
assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding claim, demand, action or cause of action
against such Party (i) arising under this Investor Rights Agreement or (ii) in any way connected with or related or incidental to
the dealings of the Parties in respect of this Investor Rights Agreement or any of the transactions contemplated hereby, (A) any
claim that such Party is not personally subject to the jurisdiction of the courts as described in this Section 4.9 for any
reason, (B) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any
legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise) and (C) that (1) the Proceeding, claim, demand, action or cause of action
in any such court is brought against such Party in an inconvenient forum, (2) the venue of such Proceeding, claim, demand, action or
cause of action against such Party is improper or (3) this Investor Rights Agreement, or the subject matter hereof, may not be
enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by
registered mail to such party’s respective address set forth in Section 4.6 shall be effective service of process for
any such Proceeding, claim, demand, action or cause of action.


 






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Section 4.10 
Specific Performance. Each Party hereby agrees and acknowledges that it will be impossible to measure in money the damages
that would be suffered if the Parties fail to comply with any of the obligations imposed on them by this Investor Rights Agreement and
that, in the event of any such failure, an aggrieved Party will be irreparably damaged and will not have an adequate remedy at Law. Any
such Party shall, therefore, be entitled (in addition to any other remedy to which such Party may be entitled at Law or in equity) to
injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any Proceeding
should be brought in equity to enforce any of the provisions of this Investor Rights Agreement, none of the Parties shall raise the defense
that there is an adequate remedy at Law.


 


Section 4.11 
Subsequent Acquisition of Shares. Any Equity Securities of PubCo or Operating Company acquired subsequent to the Effective
Date by a Holder shall be subject to the terms and conditions of this Investor Rights Agreement and such Equity Securities shall be considered
to be “Registrable Securities.”


 


Section 4.12 
Legends. Each of the Holders acknowledges that (a) no Transfer, hypothecation or assignment of any Registrable Securities
Beneficially Owned by such Holder may be made except in compliance with applicable federal and state securities Laws and (b) PubCo shall
(i) place customary restrictive legends on the certificates or book entries representing the Registrable Securities subject to this Investor
Rights Agreement and (ii) remove such restrictive legends at the time the applicable Transfer and other restrictions contemplated thereby
are no longer applicable to the Registrable Securities represented by such certificates or book entries.


 


Section 4.13  No
Third Party Liabilities. This Investor Rights Agreement may only be enforced against the named parties hereto. All claims or
causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this Investor Rights
Agreement, or the negotiation, execution or performance of this Investor Rights Agreement (including any representation or warranty
made in or in connection with this Investor Rights Agreement or as an inducement to enter into this Investor Rights Agreement), may
be made only against the Persons that are expressly identified as parties hereto, as applicable, and no past, present or future
direct or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company in which
any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or
representative of any Party (including any Person negotiating or executing this Investor Rights Agreement on behalf of a Party),
unless a Party to this Investor Rights Agreement, shall have any liability or obligation with respect to this Investor Rights
Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this
Investor Rights Agreement, or the negotiation, execution or performance of this Investor Rights Agreement (including a
representation or warranty made in or in connection with this Investor Rights Agreement or as an inducement to enter into this
Investor Rights Agreement).


 






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Section 4.14 
Confidential Information. Each of the Parties recognizes that it, or its Affiliates and Representatives, has acquired or
will acquire Confidential Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be
readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Parties covenants and agrees with PubCo
that it will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written
consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information
becomes known to the public through no fault of such Party, (b) disclosure is required by applicable Law or court of competent jurisdiction
or requested by a Governmental Entity; provided that such Party promptly notifies PubCo of such requirement or request and takes
commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such
information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source
(other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives
without the use of Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any
Party from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party;
provided that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and
such Party shall be responsible for any breach of this Section 4.14 by any such Person. No Confidential Information shall be deemed
to be provided to any Person, including any Affiliate of any Party, unless such Confidential Information is actually provided to such
Person.


 


Section 4.15 
Indemnification.


 


(a) In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, PubCo agrees to indemnify,
to the extent permitted by law, each such Holder of Registrable Securities, its officers, directors, employees, advisors, agents,
Representatives, members 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 and inclusive of all reasonable attorneys’ fees
arising out of the enforcement of each such Persons’ rights under this Section 4.15) resulting from 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, in the light of the circumstances in which they were made, not misleading, except insofar
as the same are caused by or contained in any information furnished in writing to PubCo by such Holder expressly for use therein.
PubCo 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.
Notwithstanding the foregoing, the indemnity agreement contained in this Section 4.15(a) shall not apply to amounts paid in
settlement of any such claim or proceeding if such settlement is effected without the consent of PubCo, which consent shall not be
unreasonably withheld, conditioned or delayed.


 


(b)
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to PubCo in writing such information and affidavits as PubCo reasonably requests for use in connection with any such Registration Statement
or Prospectus and, to the extent permitted by law, shall, indemnify PubCo, its directors and officers and agents and each Person who controls
PubCo (within the meaning of the Securities Act) and any other Holders of Registrable Securities participating in the Registration, 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 PubCo.


 






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(c) 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’s ability to
defend such action) 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 or there may be reasonable defenses available to the
indemnified party that are different from or additional to those available to the indemnifying party, 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.


 


(d)
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. PubCo 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 PubCo’s or such Holder’s
indemnification is unavailable for any reason.


 


(e)
If the indemnification provided under this Section 4.15 from the indemnifying party is held by a court of competent jurisdiction
to be 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 to the extent permitted by law 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 a court of law 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 Section 4.15(e)
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability except in the
case of fraud or willful misconduct by such Holder. 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 Section 4.15(a), Section 4.15(b) and
Section 4.15(c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation
or proceeding. The Parties agree that it would not be just and equitable if contribution pursuant to this Section 4.15(e) 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 Section 4.15(e). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to consideration pursuant to Section 4.15(e) from any Person who was not guilty of such fraudulent
misrepresentation.


 


[Signature Pages Follow]





 






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


 


	 	PUBCO:
	 	 
	 	SPREE ACQUISITION CORP. 1 LIMITED
	 	 	 
	 	By:	/s/ Steven Greenfield
	 	Name: 	Steven Greenfield
	 	Title:	Chairman of the Board
	 	 	 
	 	SPONSOR:
	 	 
	 	SPREE OPERANDI U.S. L.P
	 	 	
	 	By:	/s/ Shay Kronfeld
	 	Name:	Shay Kronfeld
	 	Title:	Director



 




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	 	SELLERS:
	 	 	 
	 	/s/ William M. George

	 	William M. George
	 	 	 
	 	Address for notices:
	 	1300 Lydia Ave.
	 	Kansas City, MO 64106
	 	 
	 	YCC3, LLC
	 	 	
	 	By:	/s/ Jamie Campolongo
	 	Name:	Jamie Campolongo
	 	Title:	Partner
	 	 	 
	 	Address for notices:
	 	1825 Liverpool St.
	 	Pittsburgh, PA 15233
	 	Attention: Jamie Campolongo
	 	 	 
	 	BBLE, LLC
	 	 	 
	 	By:	/s/ Leo Morton
	 	Name: 	Leo Morton
	 	Title:	President & COO
	 	 	 
	 	Address for notices:
	 	4520 Main St. Suite 1500
	 	Kansas City, MO 64111
	 	Attention: Leo Morton



 




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	 	WHCWW5 HOLDING, LLC
	 	 	
	 	By:	/s/ Terry Oates         
	 	Name: 	Terry Oates
	 	Title:	CFO
	 	 	 
	 	Address for notices:
	 	1300 Lydia Ave.
	 	Kansas City, MO 64106
	 	 
	 	SPONSOR PRINCIPALS:
	 	 
	 	Solely for purposes of Article I, Section 2.11,
Section 2.15, Section 2.16(a), Section 3.3 and Article IV:

	 	 	 
	 	/s/ Steven Greenfield

	 	Steven Greenfield
	 	 	 
	 	/s/ Joachim Drees

	 	Joachim Drees
	 	 	 
	 	/s/ Philipp von Hagen

	 	Philipp von Hagen
	 	 	 
	 	/s/ Shay Kronfeld

	 	Shay Kronfeld
	 	 	 
	 	/s/ Eran (Rani) Plaut

	 	Eran (Rani) Plaut
	 	 
	 	/s/ David Riemenschneider

	 	David Riemenschneider
	 	 	 
	 	/s/ Nir Sasson

	 	Nir Sasson


 




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Exhibit A


 


Form of Joinder


 


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


 


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


 


WHEREAS, Transferor is a party to that certain
Investor Rights Agreement, dated as of October 29, 2022, by and among Spree Acquisition Corp. 1 Limited (“PubCo”) and the other persons party
thereto (the “Investor Rights Agreement”); and


 


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


 


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


 


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


 


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


 


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


 


Section 1.4 
Section 1.4 Notice. Any notice, demand or other communication under the Investor Rights Agreement shall be given to Transferee
at the address set forth on the signature page hereto in accordance with Section 4.6 of the Investor Rights Agreement.


 


Section 1.5 
Governing Law. This Joinder shall be governed by and construed in accordance with the Law of the State of Delaware.


 


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



 


[Signature Pages Follow]


 




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


 


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




 


 


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