Exhibit 10.3


 


Agreed Form





 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this
 “Agreement”), dated as of [   ], 202[ ], is made and entered into by and among:


 


(i) Gogoro Inc., an exempted
company incorporated with limited liability under the Laws of Cayman Islands (“Company”);


 


(ii) Poema Global Partners
LLC, a Cayman Islands limited liability company (the “Sponsor”); and


 


(iii) certain shareholders
of Company, as set forth on Schedule A hereto (the “Legacy Equityholders” and, together with the Sponsor and
any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and, collectively the “Holders”).


 


Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Merger Agreement.


 


RECITALS


 


WHEREAS, contemporaneously
with the execution and delivery of this Agreement, Poema Global Holdings Corp. (“SPAC”) and Company are entering into
that certain Agreement and Plan of Merger, dated as of September 16, 2021 (the “Merger Agreement”) with Starship Merger
Sub I Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands and a wholly-owned subsidiary
of the Company (“Merger Sub”) and Starship Merger Sub II Limited, an exempted company incorporated with limited liability
under the Laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub II”) whereby, among other
things, Merger Sub will merge with and into the SPAC (the “First Merger”), whereupon the separate existence of Merger
Sub will cease, and SPAC will continue as the surviving company (SPAC, as the surviving entity of the First Merger, is sometimes referred
to herein as the “Surviving Entity”);


 


WHEREAS,
immediately following the consummation of the First Merger and as part of the same overall transaction, upon the terms and subject to
the conditions in the Merger Agreement and in accordance with Part XVI of the Cayman Companies Act, the Surviving Entity will merge
with and into Merger Sub II (the “Second Merger” and together with the First Merger, collectively, the “Mergers”),
with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of the Company;


 


WHEREAS, pursuant to the terms
and provisions of the Merger Agreement, prior to the effective time of the Mergers, Company will have undertaken the Recapitalization
whereby, among other things, (i) ordinary shares, par value $1.00 per share, of the Company held by the Legacy Equityholders will
be reclassified into ordinary shares, par value $0.0001 per share, of the Company (the “Company Ordinary Shares”),
and (ii) the Company will adopt an amended and restated Memorandum and Articles of Association in the form attached to the Merger
Agreement as Exhibit A-2 (the “Amended and Restated Memorandum and Articles of Association”);


 


WHEREAS, following the consummation
of the Mergers, (i) the Sponsor and the Legacy Equityholders will beneficially own Company Ordinary Shares; and


 


WHEREAS, in anticipation of
the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), SPAC, the Company and the
Holders desire to enter into this Agreement on the date hereof, to be effective upon the Closing, pursuant to which the Company shall
grant the Holders certain registration rights with respect to the Registrable Securities (as defined herein) on the terms and conditions
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 of the Company or the Board, 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, declared effective or used, as the case may be, and (iii) the Company
has a bona fide business purpose for not making such information public.


 


“Action”
shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation
(whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Authority or any arbitration
or mediation tribunal.


 


“Affiliate”
shall have the meaning given in the Merger Agreement.


 


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


 


“Amended and Restated
Memorandum and Articles of Association” shall have the meaning given in the Recitals hereto.


 


“Board”
shall mean the board of directors of the Company.


 


“Blackout Period” shall have
the meaning given in Section 3.4.2.


 


“Block Trade”
shall mean an offering and/or sale of Registrable Securities yielding aggregate gross proceeds in excess of $30 million by any Holder
on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing,
including, without limitation, a same day trade, overnight trade or similar transaction.


 


“Memorandum and Articles
of Association” shall mean the Memorandum and Articles of Association of the Company in effect immediately prior to the adoption
of the Amended and Restated Memorandum and Articles of Association.


 


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


 


“Closing Date”
shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Recitals hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Company Shareholder
Lock-Up Agreement” shall have the meaning given in the Merger Agreement.


 


“Company Ordinary
Share” shall have the meaning given in the Recitals hereto and having the rights and being subject the restrictions, set out
in the Amended and Restated Memorandum and Articles of Association.


 


“Company Warrant”
shall have the meaning given in the Merger Agreement.


 






     


     


    

 


“Demanding Holder” shall have
the meaning given in Section 2.1.4.


 


“Earnout Shares”
shall have the meaning given in the Merger Agreement.


 


“Earn-In Shares”
shall have the meaning given in the Sponsor Support Agreement.


 


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


 


“FINRA”
shall mean the Financial Industry Regulatory Authority Inc.


 


“First Merger”
shall have the meaning given in the Recitals hereto.


 


“Form F-1 Shelf”
shall have the meaning given in Section 2.1.1.


 


“Form F-3 Shelf”
shall have the meaning given in Section 2.1.1.


 


“Governmental Authority”
shall mean any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative
agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board,
bureau, agency or instrumentality, arbitral panel, court or tribunal, whether domestic, foreign, multinational, or supranational exercising
executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive
official thereof.


 


“Governmental Order”
means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental
Authority.


 


“Holder”
and “Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable
Securities.


 


“Holder Information”
shall have the meaning given in Section 4.1.2.


 


“Law” shall
mean any applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation,
rule, code, income tax treaty, Governmental Order, requirement or rule of law (including common law) or other binding directives
promulgated, issued, entered into or taken by any Governmental Authority.


 


“Legacy Equityholders”
shall have the meaning given in the Preamble hereto.


 


“Lockup Period”
shall have the meaning given in the applicable Company Shareholder Lock-Up Agreement.


 


“Maximum Number of
Securities” shall have the meaning given in Section 2.1.5.


 


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


 


“Merger Agreement”
shall have the meaning given in the Recitals hereto.


 


“Merger Sub”
shall have the meaning given in the Recitals hereto.


 


“Merger Sub II”
shall have the meaning given in the Recitals hereto.


 


“Minimum Takedown
Threshold” shall have the meaning given in Section 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 case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 






     


     


    

 


“New Registration
Statement” shall have the meaning given in Section 2.1.7.


 


“Other Coordinated
Offering” shall have the meaning given in Section 2.4.1.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Lockup Period pursuant to the Amended and Restated Memorandum and Articles of Association and the Company Shareholder
Lock-Up Agreements to which such Holder is a party.


 


“Person”
shall have the meaning given in the Merger Agreement.


 


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


 


“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.


 


“Recapitalization”
shall have the meaning given in the Merger Agreement.


 


“Registrable Security”
shall mean (a) any outstanding Company Ordinary Share held by a Holder immediately following the Closing (including any Company Ordinary
Shares issued in connection with the Recapitalization, or issued or issuable in connection with the Merger pursuant to the terms of the
Merger Agreement and any Earn-In Shares), (b) any Company Ordinary Share issued or issuable upon the conversion or exchange of any
other class of Company Ordinary Shares following the Closing in accordance with the Amended and Restated Memorandum and Articles of Association,
(c) any Company Ordinary Shares that may be acquired by Holders upon the exercise of a Company Warrant or other right to acquire
Company Ordinary Shares held by a Holder immediately following the Closing, (d) any Company Ordinary Shares or Company Warrants held
by the Sponsor to purchase Company Ordinary Shares (including any Company Ordinary Shares issued or issuable upon the exercise of any
such Company Warrant held by the Sponsor) otherwise acquired or owned by a Holder following the date hereof to the extent that such securities
are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined
in Rule 144) of the Company, (e) any Earnout Shares issued or issuable to a Holder following the Closing, and (f) any other
Company Ordinary Shares issued or issuable with respect to any securities referenced in clause (a), (b), (c), (d) or (e) above
by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or
similar transaction; provided, however, that, as to any particular Registrable Security, such security shall cease to be
a Registrable Security upon the earliest to occur of: (A) the transfer of such security by a Holder to any Person other than (i) an
Affiliate or equityholder of such Holder, (ii) a lender pursuant to a bona fide pledge of such Registrable Securities or (iii) another
Holder or an Affiliate or equityholder of such other Holder; (B) the time at which such security ceases to be outstanding; (C) upon
the sale of such security to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction;
and (D) the time at which such security becomes eligible for sale without restriction under Rule 144.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement, prospectus 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 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 FINRA) and any national securities exchange on which
the Company Ordinary Shares are then listed;


 






     


     


    

 


(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside 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 legal counsel selected by the majority-in-interest of the securities requested to be registered by the Demanding Holders
in an Underwritten Offering (not to exceed $50,000 without the consent of the Company).


 


“Registration Statement”
shall mean any registration statement that covers 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 Holders”
shall have the meaning given in Section 2.1.5.


 


“SEC Guidance”
shall have the meaning given in Section 2.1.7.


 


“Second Merger”
shall have the meaning given in the Recitals hereto.


 


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


 


“Shelf”
shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf Registration, as the case may be.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant
to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“SPAC” shall have
the meaning given in the Preamble hereto.


 


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


 


“Sponsor Support
Agreement” shall have the meaning given in the Merger Agreement.


 


“Subsequent Shelf
Registration” shall have the meaning given in Section 2.1.2.


 


“Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or
otherwise dispose of or agreement to dispose of, directly or indirectly, or 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, (b) entry into any swap or other arrangement that transfers to another, 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,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


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


 






     


     


    

 


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


 


“Underwritten Shelf
Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal Notice”
shall have the meaning given in Section 2.1.6.


 


Article II

REGISTRATIONS AND OFFERINGS


 


2.1
Shelf Registration.


 


2.1.1
Filing. The Company shall file within 30 days of the Closing Date, and use commercially reasonable efforts to cause to be
declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 or Form S-1,
as applicable (the “Form F-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form F-3
or Form S-3, a Shelf Registration on Form F-3 or Form S-3, as applicable (the “Form F-3 Shelf”),
in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed
or continuous basis; provided, however, that the Company’s obligations
to include the Registrable Securities held by a Holder in the Shelf are contingent upon such Holder furnishing in writing to the Company
such information regarding the Holder, the securities of the Company held by the Holder and the intended method of disposition of the
Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the
Holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a
selling shareholder in similar situations. Such 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 named therein. The Company shall maintain
a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments,
and supplements as may be necessary to keep a 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 the Company files a Form F-1 Shelf,
the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to
a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3.


 


2.1.2
Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while
Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, 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 Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method
or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed,
the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under
the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration
shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is
a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility
determination date), 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. Any such Subsequent Shelf
Registration shall be on Form F-3 or Form S-3, as applicable, to the extent that the Company is eligible to use such form. Otherwise,
such Subsequent Shelf Registration shall be on another appropriate form.


 






     


     


    

 


2.1.3 Additional
Registerable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not
registered for resale on a delayed or continuous basis, the Company, upon written request of the Holder, shall promptly use its commercially
reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then
available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration and cause the same to
become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms
hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be covered twice
per calendar year for any Holder.


 


2.1.4 Requests for Underwritten
Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, any Holder (being, in such
case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten
Offering or Other Coordinated Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”);
provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable
Securities proposed to be sold by all Holders selling any Registrable Securities in such offering with a total offering price reasonably
expected to exceed, in the aggregate, $20 million (the “Minimum Takedown Threshold”); and under no circumstances shall
the Company be obligated to effect more than an aggregate of three Underwritten Shelf Takedowns in any calendar year. All requests for
Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten days prior to the public announcement
of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten
Shelf Takedown. Subject to Section 2.4.4, the Demanding Holder shall have the right to select the Underwriters for such offering
(which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which
shall not be unreasonably withheld, conditioned or delayed). Such Demanding Holders shall enter
into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Takedown.


 


2.1.5
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good
faith, advises the Company, the Demanding Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect
to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other
Company Ordinary Shares or other equity securities that the Company desires to sell and all other Company Ordinary Shares or other equity
securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back
registration rights held by any other shareholders, 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, before including any Company Ordinary
Shares or other equity securities proposed to be sold by Company or by other holders of Company Ordinary Shares or other equity securities,
the Registrable Securities of the Demanding Holder and the Requesting Holders (if any) (pro rata based on the respective number of Registrable
Securities that such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and
the aggregate number of Registrable Securities that the Demanding Holder and Requesting Holders have requested be included in such Underwritten
Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.


 


2.1.6
Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for
marketing such Underwritten Shelf Takedown, the Demanding Holder 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 the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown, and such
Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof;
provided that the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold
would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Following the receipt of
any Withdrawal Notice, the Company 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 in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.6.


 






     


     


    

 


2.1.7
New Registration Statement. Notwithstanding the registration obligations set forth in this Section 2.1, in the
event the Commission informs the Company that the Registrable Securities cannot, as a result of the application of Rule 415, be registered
for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders
thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or
(ii) withdraw the Shelf Registration and file a new registration statement (a “New Registration Statement”), on
Form F-3 or if Form F-3 is not then available to the Company for such registration statement, on such other form available to
register for resale of the Registrable Securities as a secondary offering; provided, however, that prior to filing such
amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for
the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements
or requests of the Commission staff (“SEC Guidance”), including without limitation, the Manual of Publicly Available
Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on
the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding
that the Company advocated with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise
directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration
Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination
by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the
event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above,
the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants
of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those
Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.


 


2.1.8
Effective Registration. Notwithstanding the provisions of Section 2.1.4 above or any other part of this Agreement,
a Registration shall not count as a Registration unless and until (i) the Registration Statement 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,
however, that, if after such Registration Statement has been declared effective, an offering of Registrable Securities 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 Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but
in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated
or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration
pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.2
Piggyback Registration.


 


2.2.1
Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering
of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration 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, an
Underwritten Shelf Takedown pursuant to Section 2.1 hereof), 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, (ii) pursuant to a Registration
Statement on Form F-4 or Form S-4 (or other similar form that relates to a transaction subject to Rule 145 under the Securities
Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company,
(iv) for a dividend reinvestment plan, or (v) for a rights offering, then the Company shall give written notice of such proposed
offering 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 or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable
 “red herring” prospectus or prospectus supplement used for marketing 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, in such offering, and (B) offer to all of the Holders of Registrable Securities the
opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within
five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject
to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback
Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein
on the same terms and conditions as any similar securities of the Company 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 enter into
an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






     


     


    

 


2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering 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 Company Ordinary Shares or other equity securities that the Company desires
to sell, taken together with (i) the Company Ordinary Shares 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 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 Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering
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 or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the Company 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 Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each
Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have
requested to be included in such Underwritten Offering, 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 Company Ordinary
Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual
piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder;


 


(b) if
the Registration or registered offering 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 or registered offering (A) first, the Company 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 Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has
requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Offering, 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 Company
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 shares of Company 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; and


 


(c) if
the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1
hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.


 






     


     


    

 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than the Demanding Holder, whose right to
withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) 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 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. 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 (which, in no circumstance, shall include the Shelf) at any time prior
to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6),
the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal
under this Section 2.2.3.


 


2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration
effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.


 


2.3
Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade
or Other Coordinated Offering), each Holder given an opportunity to participate in the Underwritten Offering pursuant to the terms of
this Agreement agrees that it shall not initiate a new Transfer any Company Ordinary Shares or other equity securities of the Company
(other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the
90-day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct
an underwritten primary offering of Company Ordinary Shares, except (i) in the event the Underwriters managing the offering otherwise
agree by written consent and (ii) Rule 10b5-1 trading plans (or similar plan) in effect prior to such 90-day period. Each Holder
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).


 


2.4
Block Trades; Other Coordinated Offerings.


 


2.4.1
Notwithstanding any other provision of Article II, but subject to Sections 2.3 and 3.4, at any time and from
time to time when an effective Shelf is on file with the Commission and effective, if a Demanding Holder wishes to engage in (a) a
Block Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent,
whether as agent or principal (an “Other Coordinated Offering”), in each case with a total offering price reasonably
expected to exceed, in the aggregate, either the lesser of (x) $10 million and (y) all remaining Registrable Securities held
by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder shall
notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering
is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade
or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing
to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any
Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement,
prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and
comfort procedures, in accordance with Sections 3.1.11 and 3.1.12.


 


2.4.2
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block
Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated
Offering shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or
sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to
the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade
or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 


2.4.3
Any Registration effected pursuant to this Section 2.4 shall be deemed an Underwritten Shelf Takedown and within the
cap on Underwritten Shelf Takedowns provided in the last sentence of Section 2.1.4. Notwithstanding anything to the contrary
in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding
Holder pursuant to this Agreement.


 






     


     


    

 


2.4.4
The Company shall have the right to consent to the Underwriters and any sale agents or placement agents (if any) for such Block
Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks),
which consent will not be unreasonably withheld, conditioned or delayed.


 


Article III

COMPANY PROCEDURES


 


3.1
General Procedures. In connection with any Shelf and/or Underwritten Shelf Takedown, the Company shall use its commercially
reasonable 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 commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities have ceased to be Registrable Securities;


 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least five (5.0%) percent of the Registrable Securities
registered on such Registration Statement 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 Underwriter(s),
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4
prior to any public offering of Registrable Securities (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 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 national securities exchange on which similar securities issued by the
Company are then listed;


 






     


     


    

 


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


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its commercially reasonable 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 two (2) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act, the
Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a copy
thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange
Act that is to be incorporated by reference therein);


 


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


 


3.1.10
permit a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or
Underwriter to participate, at each such person’s own expense (except as otherwise set forth herein) 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(s), attorney or accountant in connection with the Registration; provided, however, that such
representatives or Underwriter(s) agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company,
prior to the release or disclosure of any such information;


 


3.1.11
obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, Block Trade or Other Coordinated Offering that is registered pursuant to a Registration Statement, in customary form and covering
such matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales
agent or placement agent 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(s) or sales
agent(s), if any, and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such
opinion is being given as the Holders, the placement agent(s), sales agent(s), or Underwriter(s) may reasonably request and as are
customarily included in such opinions;


 


3.1.13
in the event of any Underwritten Offering or Other Coordinated Offering that is registered pursuant to a Registration Statement,
enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary
form, with the managing Underwriter(s), sales agent(s) or placement agent(s) 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
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 then in effect);


 


3.1.15
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $30 million with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially 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(s) in
such Underwritten Offering;


 






     


     


    

 


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; and


 


3.1.17
upon request of a Holder, the Company shall (i) authorize the Company’s transfer agent to remove any legend on share
certificates of such Holder’s Company Ordinary Shares restricting further transfer (or any similar restriction in book entry positions
of such Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement
with the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold on a Registration
Statement, (ii) request the Company’s transfer agent to issue in lieu thereof Company Ordinary Shares without such restrictions
to the Holder upon, as applicable, surrender of any stock certificates evidencing such shares of Company Ordinary Shares, or to update
the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially
reasonable efforts to cooperate with such Holder to have such Holder’s Company Ordinary Shares transferred into a book-entry position
at The Depository Trust Company, in each case, subject to delivery of customary documentation, including any documentation required by
such restrictive legend or book-entry notation.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter
or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or Other Coordinated
Offering that is registered pursuant to a Registration Statement.


 


3.2
Registration Expenses. All Registration Expenses shall be borne by the Company. 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, such as Underwriters’ or agents’ 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, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.


 


3.3
Requirements for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if
any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable
Securities from the applicable Registration Statement or Prospectus if the Company 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 or Other Coordinated 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 arrangements
approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,
underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The
exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of
the other Registrable Securities to be included in such Registration.


 


3.4
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1
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.


 


3.4.2
If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would
(a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment
of the majority of the Board, be materially detrimental to the Company and the majority of the Board concludes as a result that it is
essential to defer such filing, initial effectiveness or continued use at such time, 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 determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout Period”);
provided, that no Blackout Period shall exceed more than 60 consecutive days after the request of the Holders is given. In the
event the Company exercises its rights under this Section 3.4.2, 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.


 






     


     


    

 







3.4.3
(a) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing
of, and ending on a date 120 days after the effective date of, a Company-initiated Registration and provided that the Company continues
to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf, or (b) if, pursuant
to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain
the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to
the Holders, delay any other registered offering pursuant to Sections 2.1.4 or 2.4.


 


3.4.4
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than
60 consecutive calendar days and not more than twice during any 12-month period.


 


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; provided that any documents
publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed
to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell
shares of Company 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 then in effect). 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, directors
and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) 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 not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing
to the Company by such Holder expressly for use therein or any violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or inaction of the Company in connection therewith.


 


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 (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company,
its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting
from any untrue or alleged untrue statement of a 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, but only to the extent that such untrue statement or omission is contained in
any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the
obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each
such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale
of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company.


 






     


     


    

 


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


 


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


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket 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 out-of-pocket 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 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 Sections 4.1.1, 4.1.2 and 4.1.3
above, any legal or other fees, charges or out-of-pocket 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 Section 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 Section 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 Section 4.1.5 from any person who was not guilty of
such fraudulent misrepresentation.


 






     


     


    

 


Article V

MISCELLANEOUS


 


5.1
Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly
given (i) when delivered in person, or (ii) when delivered by FedEx or other internationally recognized overnight delivery service,
in each case with a copy sent by e-mail to such Holder. Any notice or communication under this Agreement must be addressed, if to the
Company, to 11F, Building C, No. 225, Section 2, Chang’an E. Rd., SongShan District, Taipei City 105 Taiwan (Attn: Hok-Sum Horace Luke; Bruce
Morrison Aitken; Titan Lee), with a copy (which will not constitute notice) to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill
Road, Palo Alto, CA 94304, Attn: Mark Baudler, and if to any Holder, at such Holder’s address and e-mail address as set forth in
the Company’s books and records. Any Party may change the address to which notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the Company notice in the manner herein set forth.


 


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
A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to
any Permitted Transferees to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable
Securities following such transfer and such Permitted Transferee agrees to become bound by the terms and provisions of this Agreement.


 


5.2.3
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).


 


5.2.4
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 5.2 shall be null and
void, ab initio.


 


5.2.5
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.


 


5.3
Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement.


 


5.4
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this
Agreement by electronic means, including DocuSign, e-mail, or scanned pages shall be effective as delivery of a manually executed
counterpart to this Agreement, and such signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


5.5
Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective
and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under
applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any
term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner
in order that the transactions contemplated hereby (including the Mergers) are consummated as originally contemplated to the greatest
extent possible.


 






     


     


    

 


5.6
Governing Law. This Agreement, the rights and duties of the parties hereto, any disputes (whether in contract, tort or statute),
and the legal relations between the parties arising hereunder shall be governed by and interpreted and enforced in accordance with the
laws of the State of Delaware without reference to its conflicts of law provisions.


 


5.7
Jurisdiction. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court
of Chancery, and if the Delaware Court of Chancery does not have or take jurisdiction, any other federal court located in the State of
Delaware, for the purposes of any proceeding, claim, demand, action or cause of action (a) arising under this Agreement or (b) in
any way connected with or related or incidental to the dealings of the parties hereto 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 Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect
of this 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 5.7 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
(x) the proceeding, claim, demand, action or cause of action in any such court is brought against such party in an inconvenient forum,
(y) the venue of such proceeding, claim, demand, action or cause of action against such party is improper or (z) this 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 in accordance with Section 5.1 shall be effective
service of process for any such proceeding, claim, demand, action or cause of action. Nothing in this Agreement will affect the right
of any party herein to serve process in any other manner permitted by applicable law.


 


5.8
Remedies. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an
adequate remedy, would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement
in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (i) such
parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and
to enforce specifically the terms and provisions hereof and thereof, without proof of damages and without posting a bond, prior to the
valid termination of this Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the
right of specific enforcement is an integral part of the transactions contemplated hereby and without that right, none of the parties
hereto would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other
equitable relief on the basis that the other parties hereto have an adequate remedy at law or that an award of specific performance is
not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent
breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.8
shall not be required to provide any bond or other security in connection with any such injunction.


 


5.9
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, OR (B) IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT
THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 






     


     


    

 


5.10
Amendments and Modifications. Upon the written consent of (a) the Company, (b) Sponsor, and (c) the Holders
holding a majority of the voting power of the then-outstanding Registrable Securities then held by all Holders in the aggregate, 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 in the event any such waiver, amendment or modification would
be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent
of such Holder will also be required. 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.


 


5.11
Termination of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration,
qualification or similar rights of the Holders with respect to any shares or securities of SPAC or the Company granted under any other
agreement, and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no
further force and effect.


 


5.12
Term. This Agreement shall be effective from and after the Closing Date and shall terminate with respect to any Holder on
the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive
any termination.


 


5.13
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company or such other requesting Holder
the total number of Registrable Securities held by such Holder in order for the Company or a requesting Holder to make determinations
hereunder.


 


[SIGNATURE PAGES FOLLOW]


 






     


     


    

 


Schedule A


 


Legacy Equityholders


 


[      ] 


 






     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	Gogoro Inc.
	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title: 



 


[Signature Page to
Registration Rights Agreement]


 






     


     


    

 


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


 





	 	SPONSOR:
	 	 
	 	Poema Global Partners LLC 
	 	 
	 	By: 	 
	 	 	Name: Emmanuel
Real Barroso DeSousa
	 	 	Title: Manager


 





	 	By: 	 
	 	 	Name: Joaquin Rodriguez Torres
	 	 	Title: Manager


 





	 	By: 	 
	 	 	 Name: Homer Sun
	 	 	Title: Manager


 





	 	By: 	 
	 	 	Name: Marc Chan
	 	 	Title: Manager


 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 





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


 





	 	 HOLDERS:
	 	 
	 	[     ]







 



	 	By:	 
	 	Name: 	 
	 	Title: 	 




 


[Signature Page to Registration Rights
Agreement]


 






     


     


    

 


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


 





	 	 HOLDERS:
	 	 
	 	[     ]


 





	 	By:	 
	 	Name: 	 
	 	Title: 	 


 


[Signature Page to Registration Rights
Agreement]


 






     


     


    

 


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


 








	 	 HOLDERS:
	 	 
	 	[     ]


 





	 	By:	 
	 	Name: 	 


 






[Signature Page to Registration Rights
Agreement]


 






     


     


    

 


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


 





	 	 HOLDERS:
	 	 
	 	[     ]


 





	 	By:	 
	 	Name: 	 
	 	Title: 	 


 


[Signature Page to Registration Rights
Agreement]


 






     


     


    

 


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


 








	 	 HOLDERS:
	 	 
	 	[     ]


 





	 	By:	 
	 	Name: 	 
	 	Title: 	 


 






[Signature Page to Registration Rights
Agreement]