Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into
by and among Sunfire Acquisition Corp Limited, a Cayman Islands exempted company (the “Company”) and Sunfire
Sponsor, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter
becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively
the “Holders”).


 


RECITALS


 


WHEREAS,
on June 30, 2021, the Sponsor purchased an aggregate of 2,875,000 Class B Ordinary Shares (the “Founder Shares”) outstanding,
up to 375,000 of which would be forfeited to the Company for no consideration depending on the extent to which the underwriters of the
Company’s initial public offering exercise their over-allotment option;


 


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


 


WHEREAS,
on [●], 2022, the Company and the Sponsor entered into that certain Private Placement Units Purchase Agreement, pursuant
to which the Sponsor agreed to purchase 404,600 units (or 442,100 units if the over-allotment option is exercised in full)
at a price of $10.00 per unit (the “Private Placement Units”), in a private placement transaction occurring
simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS,
each Private Unit consisting of one Ordinary Share (the “Private Ordinary Share”), and one right (the
“Private Right”). Each Right entitles the holder thereof to receive one-sixth (1/6) of one ordinary
share upon the consummation of the Company’s it initial business combination;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below)
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds as
the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement units (“Working
Capital Units”) at a price of $10.00 per unit; and


 


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


 


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


 


ARTICLE
I

DEFINITIONS


 


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


 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier to occur of (A)
the six-month anniversary of the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination,
(x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the Company’s initial business combination or (y) the date on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange
their shares of Ordinary Shares for cash, securities or other property.


 


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


 


“Insider
Letter” shall mean that certain letter agreement, dated as of [●], 2022, by and among the Company, the Sponsor
and each of the Company’s officers, directors, director nominees and advisors.


 


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


 


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


 


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


 


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


 


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


 




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“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Units that are held by the initial purchasers of
such Private Placement Units or their Permitted Transferees, and any of the securities underlying the Private Placement Units, including
the Private Units issued or issuable upon the conversion of any such Private Rights), that are held by the initial purchasers of the
Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial
Business Combination.


 


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


 


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


 


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


 


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


 


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


 


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


 


	 	(A)	all
    registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,
    Inc.) and any securities exchange on which the Ordinary Shares are then listed;
	 	 	 
	 	(B)	fees
    and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
    in connection with blue sky qualifications of Registrable Securities);
	 	 	 
	 	(C)	printing,
    messenger, telephone and delivery expenses;
	 	 	 
	 	(D)	reasonable
    fees and disbursements of counsel for the Company;
	 	 	 
	 	(E)	reasonable
    fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such
    Registration; and
	 	 	 
	 	(F)	reasonable
    fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
    to be registered for offer and sale in the applicable Registration.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
II

REGISTRATIONS


 


	2.1	Demand
    Registration.


 


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


 




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	 	2.1.2	Effective
    Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
    pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
    Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii)
    the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
    that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
    to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court
    or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared
    effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
    of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and
    accordingly notify the Company in writing, but in no event later than five (5) days, of such election; and provided, further,
    that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that
    has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
	 	 	 
	 	2.1.3	Underwritten
    Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
    Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
    to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting
    Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation
    in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the
    extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under
    this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
    Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
	 	 	 
	 	2.1.4	Reduction
    of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
    in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or
    number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with
    all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which
    a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders
    who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
    Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
    of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number
    of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable
    Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities
    that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate
    number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten
    Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding
    the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the
    foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that
    each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1
    hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities
    has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires
    to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number
    of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities
    of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual
    arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 




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


 


	2.2	Piggyback
    Registration.


 


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


 




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



	 	 	(a)	If
    the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
    Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
    of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
    the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection
    2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that
    the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to
    which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the
    Company, which can be sold without exceeding the Maximum Number of Securities; and
	 	 	 	 
	 	 	(b)	If
    the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
    shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons
    or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;
    (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
    Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata,
    based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the
    aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which
    can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has
    not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires
    to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number
    of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for
    the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements
    with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.



 


	 	2.2.3	Piggyback
    Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
    for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her
    or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with
    the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result
    of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement
    filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration
    Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses
    incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
	 	 	 
	 	2.2.4	Unlimited
    Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
    not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


	2.3	Registrations
    on Form S-3. Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the Company,
    pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale
    of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available
    at such time (“Form S-3”); provided, however, that the Company shall not be obligated to
    effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from
    a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the
    proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter
    wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify
    the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable
    thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration
    on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such
    written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request
    as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall
    not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such
    offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company
    entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any)
    at any aggregate price to the public of less than $1,000,000.


 




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	2.4	Restrictions
    on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
    estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company
    initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
    pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
    Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders
    are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board
    such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer
    the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
    signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the
    Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of
    such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty
    (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any
    12-month period.


 


ARTICLE
III

COMPANY PROCEDURES


 


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


 


	 	3.1.1	prepare
    and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
    its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
    covered by such Registration Statement have been sold;
	 	 	 
	 	3.1.2	prepare
    and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to
    the Prospectus, as may be requested by any Holder or any Underwriter of Registrable Securities or as may be required by the rules,
    regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
    thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are
    sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
	 	 	 
	 	3.1.3	prior
    to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
    if any, and each Holder of Registrable Securities included in such Registration, and each such Holder’s legal counsel, copies
    of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
    including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
    (including each preliminary Prospectus), and such other documents as the Underwriters and each Holder of Registrable Securities included
    in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable
    Securities owned by such Holders;


 




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	 	3.1.4	prior
    to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
    by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as
    any Holder of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
    request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
    with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company
    and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included
    in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided,
    however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not
    otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any
    such jurisdiction where it is not then otherwise so subject;
	 	 	 
	 	3.1.5	cause
    all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
    issued by the Company are then listed;
	 	 	 
	 	3.1.6	provide
    a transfer agent or right agent, as applicable, and registrar for all such Registrable Securities no later than the effective date
    of such Registration Statement;
	 	 	 
	 	3.1.7	advise
    each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of
    any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of
    any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain
    its withdrawal if such stop order should be issued;
	 	 	 
	 	3.1.8	at
    least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
    Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
    a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly
    upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;
	 	 	 
	 	3.1.9	notify
    the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
    Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
    includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
	 	 	 
	 	3.1.10	permit
    a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters,
    if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense,
    in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
    reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided,
    however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably
    satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company
    may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration
    Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated
    by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent
    of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on
    such applicable document, which comments the Company shall include unless contrary to applicable law;


 




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	 	3.1.11	obtain
    a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
    Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered
    by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
    of the participating Holders;
	 	 	 
	 	3.1.12	on
    the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of
    counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent,
    if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion
    is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included
    in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
	 	 	 
	 	3.1.13	in
    the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
    form, with the managing Underwriter of such offering;
	 	 	 
	 	3.1.14	make
    available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
    (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
    Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
    rule promulgated thereafter by the Commission);
	 	 	 
	 	3.1.15	if
    the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $10,000,000, use its reasonable
    efforts to make available senior executives of the Company to participate in customary “road show” presentations that
    may be reasonably requested by the Underwriter in any Underwritten Offering; and
	 	 	 
	 	3.1.16	otherwise,
    in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
    with such Registration.


 


	3.2	Registration
    Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that
    the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
    commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
    Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
	 	 
	3.3	Requirements
    for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of
    the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
    securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
    questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may
    be reasonably required under the terms of such underwriting arrangements.
	 	 
	3.4	Suspension
    of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
    a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies
    of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
    and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by
    the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
    Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the
    inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s
    control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness
    of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined
    in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding
    sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus
    relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify
    the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
	 	 




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


 


ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


	4.1	Indemnification.


 


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


 




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	 	4.1.3	Any
    person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
    to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
    hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
    reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim,
    permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
    If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified
    party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or
    elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local
    counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of
    any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with
    respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment
    or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
    party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving
    by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
	 	 	 
	 	4.1.4	The
    indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or
    on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the
    transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such
    provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or
    such Holder’s indemnification is unavailable for any reason.
	 	 	 
	 	4.1.5	If
    the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
    an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
    party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as
    a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
    of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of
    the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
    including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was
    made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s
    and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action;
    provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount
    of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party
    as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth
    in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred
    by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable
    if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation,
    which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent
    misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to
    this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 




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ARTICLE
V

MISCELLANEOUS


 


	5.1	Notices.
    Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
    to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
    by courier service providing evidence of delivery, or (iii) transmission by hand delivery, or facsimile. Each notice or communication
    that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received,
    in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
    by courier service, hand delivery, or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the
    affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under
    this Agreement must be addressed, if to the Company, to: 1800 Avenue of the Stars, Suite 1475, Los Angeles, CA 90067, and, if to
    any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party
    may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change
    of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


	5.2	Assignment;
    No Third Party Beneficiaries.


 


	 	5.2.1	This
    Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
    or in part.
	 	 	 
	 	5.2.2	Prior
    to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may
    assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
    with a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees
    to become bound by the transfer restrictions set forth in this Agreement.
	 	 	 
	 	5.2.3	This
    Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
    and the permitted assigns of the Holders, which shall include Permitted Transferees.
	 	 	 
	 	5.2.4	This
    Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in
    this Agreement and Section 5.2 hereof.
	 	 	 
	 	5.2.5	No
    assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the
    Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
    hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
    and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
    or assignment made other than as provided in this Section 5.2 shall be null and void.


 


	5.3	Counterparts.
    This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
    an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
	 	 
	5.4	Governing
    Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
    AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
    AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
    OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN
    NEW YORK COUNTY IN THE STATE OF NEW YORK.
	 	 
	5.5	Amendments
    and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
    Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may
    be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
    the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the
    shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent
    of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay
    on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any
    rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by
    a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 




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	5.6	Other
    Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any
    right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any
    Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further,
    the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar
    terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this
    Agreement shall prevail.
	 	 
	5.7	Term.
    This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of
    which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable
    period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter
    by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule
    144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale.
    The provisions of Section 3.5 and Article IV shall survive any termination.


 


[Signature
Page Follows]


 




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


 


	 	COMPANY:
	 	 
	 	SUNFIRE
    ACQUISITION CORP LIMITED, a Cayman Islands exempted company
	 	 
	 	By:	 
	 	Name:	Thomas
    W. Neukranz
	 	Title:	Chief
    Executive Officer
	 	 
	 	HOLDER:
	 	 
	 	SUNFIRE
    SPONSOR, LLC, a Delaware limited liability company
	 	 
	 	By:	 
	 	Name:	 Mohammad
    Omar Mirza 
	 	Title:	Manager


 


[Signature
Page to Registration Rights Agreement]


 




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