Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of [__], 2021, is made and entered into by and among Project Energy Reimagined
Acquisition Corp., a Cayman Island exempted company (the “Company”), Smilodon Capital, LLC, a Delaware limited
liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under
 “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement
pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company
has 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding,
up to 937,500 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the
Company’s initial public offering exercise their over-allotment option;


 


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


 


WHEREAS, on the date
hereof, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the “Private
Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase 8,150,000 private placement warrants
(or up to 8,900,000 private placement warrants to the extent that the over-allotment option in connection with the Company’s initial
public offering is exercised) (the “Private Placement Warrants”) in a private placement transaction occurring
simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination (as
defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (“Working
Capital Warrants”) at a price of $1.00 per warrant at the option of the lender;


 


WHEREAS, on
September 23, 2021, the Company and EWI Capital SPAC I LLC, a Cayman Islands limited liability company (the “Forward
Purchaser”), entered into an amended and restated forward purchase agreement (the “Forward Purchase
Agreement”), pursuant to which the Forward Purchaser agreed to purchase 2,000,000 units, each comprised of one
Ordinary Share (the “Forward Purchase Shares”) and one-half of one redeemable warrant (the
 “Forward Purchase Warrants”); and


 


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


 


NOW, THEREFORE,
in consideration of the mutual representations, covenants and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the, intending to be legally bound in
favor of each Holder, and each Holder, intending to be legally bound, severally and not jointly, in favor of the Company, 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 principal executive
officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for
not making such information public.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Forward Purchaser”
shall have the meaning given in the Recitals hereto.


 


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


 


“Forward Purchase
Warrants” shall have the meaning given in the Recitals hereto.


 


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


 


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


 









    2


     


    

 


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


 


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


 


“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, Private Placement Lock-up Period or any other lock-up period, as the case may
be, under the Insider Letter, the Private Placement Warrants Purchase Agreement, this Agreement and any other applicable agreement between
such Holder and the Company, in each case, for so long as such agreements remain in effect,
and to any transferee thereafter.


 


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


 


“Private Placement
Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such
Private Placement Warrants or their Permitted Transferees and the Ordinary Shares issued or
issuable upon the exercise of the Private Placement Warrants that are held by the initial purchasers of the Private Placement
Warrants or their Permitted Transferees, the period ending thirty (30)
days after the completion of the Company’s initial Business Combination.


 


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


 


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


 


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


 


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


 


“Registrable
Security” shall mean (i) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of the Founder
Shares, (ii) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of the Private Placement
Warrants), (iii) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon
the exercise of any other equity security) of the Company held by a Holder that is an Affiliate of the Company, (iv) any equity securities
(including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company issued
or issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder (including
the Working Capital Warrants and any Ordinary Shares issued or issuable upon the exercise of the Working Capital Warrants), (v) when
and if issued pursuant to the Forward Purchase Agreement and the joinder of the Forward Purchaser as a party hereto, the Forward Purchase
Shares and the Forward Purchase Warrants (including any Ordinary Shares issued or issuable upon the exercise of the Forward Purchase
Warrants) and (vi) any other equity security of the Company issued or issuable with respect to any such Ordinary Share by way of a share
capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities
when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such
securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant
to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (“Rule
144“)(but with no volume or manner of sale restrictions); or (E) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 






    3


     


    

 


“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:


 


(i) all registration,
listing and filing fees and expenses (including fees and
expenses 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;


 


(ii) 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);


 


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


 


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


 


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


 


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


 


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


 


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


 


“Rule 415”
shall have the meaning given in subsection 2.3.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





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


 






    4


     


    

 


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 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 file a registration statement to 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
and shall cause such registration statement to become effective as soon thereafter as practicable.
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.


 


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.


 









    5


     


    

 


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 Ordinary Shares or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity
securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual
arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


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


 


2.2 Piggyback
Registration.


 


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


 






    6


     


    

 


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:


 


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


 


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


 


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.


 






    7


     


    

 


2.3 Shelf
Registration.


 


2.3.1 No later than 150 days following the closing of the Business Combination, the Company shall file pursuant to Rule 415 under
the Securities Act (or any successor rule promulgated thereafter by the Commission) (“Rule 415”), registration statement
registering the resale of any or all of the Registrable Securities on Form S-3 or similar short form registration statement that may
be available at such time (“Form S-3”) or if the Company is ineligible to use Form S-3, on Form S-1 (a registration
statement filed pursuant to this subsection 2.3 (a “Shelf”)). The Company shall use its reasonable best efforts to have
such Shelf declared effective prior to the expiration of the Founder Shares Lock-Up Period. The Company shall provide holders of
Registrable Securities notice prior to filing such Shelf. If a Holder of Registrable Securities wishes to include its Registrable
Securities in such Registration Statement, such Holders of Registrable Securities shall, as soon as practicable thereafter, but not
more than ten (10) business days after delivery by the Company of such notice, provide notice to the Company of the number of
Registrable Securities it wishes to include and such information as reasonably requested by the Company.


 


2.3.2 In addition, if not
then registered on a Shelf, The Holders of a majority in interest of the then-outstanding number of Registrable may at
any time, and from time to time following the expiration of any lock-up period applicable thereto, request in writing that the
Company, pursuant to Rule 415, register the resale of any or all of their Registrable Securities on Form S-3 or if the Company is
ineligible to use Form S-3, on Form S-1. Each Shelf filed pursuant to this Section 2.3.2 shall provide for the resale of the
Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any
Holder. Within three (3) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities
for a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of
Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such
Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three (3) business days
after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (10)
business days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall
register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with
all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written
notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any
such Registration pursuant to this subsection 2.3.2 if the Holders of Registrable Securities, together with the Holders of
any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities
and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.


 


2.3.3 The Company shall
maintain each Shelf filed pursuant to this Section 2.3.3 in accordance with the terms hereof and shall prepare and file with the
Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously
effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any
Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its
commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use
Form S-3.


 


2.3.4 If any Shelf ceases to
be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding,
the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become
effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf),
and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably
expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement
(a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities included on such Shelf,
and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration
is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective
under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration
continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no
longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the
Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.


 


2.3.5 At any time and from
time to time after a Shelf has been declared effective by the Commission, the holders of Registrable Securities registered on a
Shelf may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant
to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated
to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback
securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20,000,000. All
requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the
public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities
proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions)
of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be
included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public
announcement of such Underwritten Shelf Takedown. The holders of a majority-in-interest of the Takedown Requesting Holders shall
have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized
investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed.
For purposes of clarity, any Registration effected pursuant to this subsection 2.3.5 shall not be counted as a Registration
pursuant to a Demand Registration effected under Section 2.1 hereof.


 






    8


     


    

 



 


2.3.4 If the managing Underwriter
or Underwriters in an Underwritten Shelf Takedown, in good faith, advise the Company, the Sponsor and the Takedown Requesting Holders
in writing that the dollar amount or number of Registrable Securities that the Takedown Requesting Holders desire to sell, taken together
with all other Ordinary Shares or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities,
then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Takedown
Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective
number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities, and
(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary
Shares or other equity securities of other persons or entities registered on the Shelf that the Company is contractually required to include
in the Underwritten Shelf Takedown, which can be sold without exceeding the Maximum Number of Securities.


 


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


 


2.4 Restrictions
on Registration Rights. If (i) 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; (ii) 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 (iii) 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 the Holders or any Underwriter of Registrable Securities or as may be required by the rules,
regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to
the Prospectus;


 






    9 


     


    

 


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


 


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


 


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


 


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


 


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


 


3.1.8 at least five (5) days
prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus
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;


 






    10 


     


    

 


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


 


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


 


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


 


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


 


3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it
has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby
covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she
or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or
continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in
no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the
Company exercises its rights under the preceding sentence, each Holder,
severally and not jointly, agrees with the Company 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.


 






    11 


     


    

 


3.5 Reporting
Obligations. Following the expiration of any applicable lock-up period, if the Founder Shares,
Private Placement Warrants, Working Capital Warrants, Forward Purchase Shares, Forward Purchase Warrants or any
Ordinary Shares issued with respect to any of the foregoing are eligible to be sold under Rule 144 (without volume or
manner of sale restrictions), the Company shall use reasonably commercial efforts to cause the Company’s transfer
agent to remove the restrictive legends on such securities subject to compliance by the holder thereof with the
reasonable and customary procedures for such removal required by the Company or its transfer agent.


 


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 out-of-pocket 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, each such Holder agrees with the Company, severally and
not jointly, that such Holder 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 out-of-pocket 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. Each
participating Holder of Registrable Securities agrees with the Company, severally and
not jointly, that the Holder 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.


 






    12 


     


    

 


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.


 


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, electronic mail, telecopy, telegram or facsimile. Each
notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case
of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered
to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon
presentation. Any notice or communication under this Agreement must be addressed, if mailed to the Company, to 3 Lagoon Drive, Suite
170, Redwood City, California 94065, Attn: Srinath Narayanan (or via e-mail to srinath@smilodonai.com), with a copy mailed to
35 West Wacker Drive c/o Winston & Strawn LLP, Chicago, Illinois 60601, Attn: Carol Anne Huff (or via e-mail to chuff@winston.com),
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.


 






    13 


     


    

 


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. Thereafter, a Holder may assign or delegate such Holder’s
rights, duties or obligations under this Agreement, in whole or in part, to a Permitted Transferee who agrees to become bound by 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 Relationship
of the Parties. For ease of administration, this Agreement is being executed so as to enable each Holder identified on the signature
pages to enter into this Agreement, severally, but not jointly. The Company and each Holder agree with each other that (i) this Agreement
shall be treated as if it were a separate agreement with respect to each Holder listed on the signature page, as if each Holder had executed
a separate registration rights agreement naming only itself as a Holder, and (ii) no Holder listed on the signature page shall have any
liability under this Agreement for the obligations of any other Holder so listed. The decision of Holder to enter into this Agreement
has been made by Holder independently of any other Holder. Nothing contained herein, and no action taken by a Holder pursuant hereto
or thereto, shall be deemed to constitute any Holder acting with any other Holder or Holders as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that any Holder and any other Holder or Holders are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated by this Agreement.


 


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


 






    14 


     


    

 


5.6 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW
YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED
IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH
PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.


 


5.7 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the
Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or
its capacity as a holder of the capital shares of the Company, in a manner that is materially different from the other Holders (in
such capacity) shall require the consent of the Holder so affected. Notwithstanding the foregoing, the Company may amend this
Agreement to make any holder of Founder Shares or any Forward Purchaser a party hereto upon issuance of the Forward Purchase Shares
and Forward Purchase Warrants upon execution by such holder of Founder Shares or the Forward Purchaser of a joinder agreement
hereto in form and substance satisfactory to the Company. 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.


 


5.8 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under
this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power
granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being
required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each
such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.


 


5.9 Other
Registration Rights. 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.


 


5.10 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) such time as no Registrable Securities remain outstanding. The provisions of Section
3.5 and Article IV shall survive any termination.


 


[Signature Page Follows]


 






    15 


     


    

 


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


 


	 	COMPANY:
	 	 
	 	PROJECT ENERGY REIMAGINED ACQUISITION CORP., a Cayman Islands exempted company
	 	 	 
	 	By:	 
	 	 	Name: Srinath Narayanan
	 	 	Title:   Chief Executive Officer


 


	 	HOLDERS:
	 	 
	 	SMILODON CAPITAL, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Admit Capital, LLC, its Manager
	 	 	 
	 	By:  	 
	 	 	Name: Srinath Narayanan
	 	 	
    Title: Manager