Exhibit
10.2


 


AMENDED
AND RESTATED


REGISTRATION
RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2021, is made
and entered into by and among Jasper Therapeutics, Inc. (f/k/a Amplitude Healthcare Acquisition Corporation), a Delaware corporation
(the “Company”), Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Sponsor”),
and certain former stockholders of Jasper Therapeutics, Inc., a Delaware corporation (“Jasper”), set forth
in Schedule 1 hereto (such stockholders, the “Jasper Holders”, together with the Sponsor and any person or
entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder”
and collectively the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have
the meanings ascribed to such terms in the Business Combination Agreement (as defined below).


 


RECITALS


 


WHEREAS,
the Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of November 19, 2019 (the “Original
RRA”);


 


WHEREAS,
the Company has entered into that certain Business Combination Agreement, dated as of May 5, 2021 (as may be amended, supplemented or
otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Ample
Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”),
and Jasper, pursuant to which Merger Sub merged with and into Jasper (the “Merger”), with Jasper continuing
as the surviving corporation and becoming a direct, wholly owned subsidiary of the Company;


 


WHEREAS,
on the date hereof, pursuant to the Business Combination Agreement, the Jasper Holders received shares of the Company’s voting
common stock, par value $0.0001 per share (the “Voting Common Stock”) and/or shares of the Company’s
non-voting common stock, par value $0.0001 per share (the “Non-Voting Common Stock” and together with the Voting
Common Stock, the “Common Stock”);


 


WHEREAS,
on the date hereof, pursuant to the Business Combination Agreement, certain Jasper Holders received Rollover Options, as defined in the
Business Combination Agreement (“Equity Awards”);


 


WHEREAS,
on the date hereof, the Sponsor, certain Jasper Holders and certain investors (such other investors, collectively, the “Third-Party
Investor Stockholders”) purchased an aggregate of 10,000,000 shares of Common Stock (the “Investor Shares”)
in a transaction (the “PIPE Financing”) exempt from registration under the Securities Act pursuant to the respective
Subscription Agreements, each dated as of May 5, 2021, entered into by and between the Company and each of the Sponsor, certain Jasper
Holders and such Third-Party Investor Stockholders (each, a “Subscription Agreement” and, collectively, the
“Subscription Agreements”);


 


WHEREAS,
pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon
the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable
Securities (as defined in the Original RRA) at the time in question, and the Sponsor (as defined in the Original RRA) holds all of the
Registrable Securities as of the date hereof; and


 






     


     


    

 


WHEREAS,
in connection with the transactions contemplated by the Business Combination Agreement, the Company and the Sponsor desire to amend and
restate the Original RRA in its entirety and 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, and amend and restate in all respects
the Original RRA.


 


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


 


ARTICLE
I

DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


“Change
in Control” means any transfer (whether by tender offer, merger, stock purchase, consolidation or other similar transaction),
in one transaction or a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities
if, after such transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of the
Company (or surviving entity) or would otherwise have the power to control the board of directors of the Company or to direct the operations
of the Company.


 


“Closing”
shall have the meaning given in the Business Combination Agreement.


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto. 


 


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


 






    2


     


    

 


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


 


“EDGAR”
shall have the meaning given in Section 3.1.3.


 


“Equity
Awards” shall have the meaning given in the Recitals hereto.


 


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


 


“Filing
Date” shall have the meaning given in Section 2.1.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Jasper
Holder” shall have the meaning given in the Preamble hereto.


 


“Lock-up”
shall have the meaning given in Section 5.1.1.


 


“Lock-up
Parties” shall mean the Sponsor, the Jasper Holders and their respective Permitted Transferees.


 


“Lock-up
Period” shall mean the period beginning on the Closing Date and ending on the date that is one hundred eighty (180) days
after the Closing Date, or such earlier date specified in Section 5.1.


 


“Lock-up
Shares” shall mean the shares of Common Stock and any other equity securities convertible into or exercisable or exchangeable
for shares of Common Stock held by the Jasper Holders immediately following the Closing or shares of Common Stock issued with respect
to or in exchange for Equity Awards on or after the Closing as permitted by this Agreement (other than the Investor Shares or shares
of Common Stock acquired in the public market).


 


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


 


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


 


“Merger
Sub” 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.


 






    3


     


    

 


“Non-Voting
Common Stock” shall mean shares of the Company’s non-voting common stock, par value $0.0001 per share.


 


“Original
RRA” shall have the meaning given in the Recitals hereto.


 


“Permitted
Transferees” shall mean with respect to each Holder and its Permitted Transferees, (a) prior to the expiration of the Lock-up
Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to the expiration of the
Lock-up Period pursuant to Section 5.1 and (b) after the expiration of the Lock-up Period, any person or entity to whom such
Holder is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such
Holder and/or its Permitted Transferees and the Company and any transferee thereafter.


 


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


 


“Plan
of Distribution” shall have the meaning given in Section 2.1.1.


 


“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.


 


“Registrable
Security” shall mean (a) any outstanding shares of Common Stock and any other equity security (including warrants
to purchase shares of Common Stock and shares of Voting Common Stock issued or issuable upon the exercise or conversion of Non-Voting
Common Stock or any other equity security) of the Company held by a Holder immediately following the Closing (including any securities
distributable pursuant to the Business Combination Agreement and any Investor Shares), (b) any outstanding share of Common Stock or any
other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise
or conversion of Non-Voting Common Stock or any other equity security) of the Company acquired 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, and (c) any other equity security of the Company or any of its Subsidiaries issued or issuable
with respect to any securities reference in clauses (a) or (b) 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 securities shall cease to be Registrable Securities upon the earliest to occur of: (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 by the applicable Holder;
(B) (i) such securities shall have been otherwise transferred (other than to a Permitted Transferee), (ii) new certificates for
such securities not bearing (or book entry position not subject to) a legend restricting further transfer shall have been delivered by
the Company and (iii) 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 or
any successor rule promulgated under the Securities Act (but with no volume or manner of sale or current public information requirement);
(E) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 145 promulgated
under the Securities Act or any successor rules promulgated under the Securities Act; and (F) such securities have been sold to, or through,
a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


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


 






    4


     


    

 


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




 


(A) all
registration, listing and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any national securities exchange on which the Common Stock is 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 and any other persons, including special experts,
retained by the Company, incurred in connection with such Registration;


 


(F) all
expenses in connection with the preparation, printing and filing of a Registration Statement, any Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to any Holders, underwriters and dealers and all expenses incidental to delivery
of the Registrable Securities; and


 


(G)
in an Underwritten Offering, reasonable fees and expenses of one (1) legal counsel for all holders of Registrable Securities to be registered
for offer and sale in the applicable Registration, selected by a majority-in-interest of the Demanding Holders (not to exceed $50,000
without the consent of the Company).


 


“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
Holders” shall have the meaning given in Section 2.1.5.


 


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


 


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


 


“Shelf
Registration” shall mean a registration of securities pursuant to 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).


 


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


 


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


 


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


 


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


 


“Surveyor”
means Citadel Multi-Strategy Equities Master Fund Ltd.


 






    5


     


    

 


“Third-Party
Investor Stockholders” shall have the meaning given in the Recitals hereto.


 


“Transfer”
shall mean the (a) the sale or assignment of, offer to sell, contract or agreement to sell, 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 Lock-up
Share, (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 Lock-up Share, 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 in an Underwritten Offering 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


 


2.1.
Shelf Registration


 


2.1.1
As soon as practicable but no later than thirty (30) calendar days following the Closing Date (the “Filing Date”),
the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3
Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration
on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable
Securities (determined as of two (2) business days prior to such filing) on a delayed or continuous basis and shall use its commercially
reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier
of (x) ninety (90) calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf
Registration) following the Closing Date and (y) ten (10) business days after the Company is notified (orally or in writing,
whichever is earlier) by the Commission that such Shelf Registration will not be “reviewed” or will not be subject to further
review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination
of methods legally available (the “Plan of Distribution”) 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 Commission such
amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available
for use to permit the Holders named therein to sell their Registrable Securities included therein 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 S-1
Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration
Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3 Shelf. The Company’s
obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.


 


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 using its
commercially reasonable efforts to obtain 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 Statement”) registering the resale of all Registrable
Securities (determined as of two (2) business days prior to such filing), and pursuant to the Plan of Distribution. If a Subsequent
Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (a) cause such Subsequent Shelf
Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof
and (b) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named
therein to sell their Registrable Securities included therein 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 Statement shall be on Form S-3 to
the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another
appropriate form. The Company’s obligation under this Section 2.1.2 shall, for the avoidance of doubt, be subject
to Section 3.4.


 






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2.1.3
Additional Registrable 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 such 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 Statement
and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement
shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause
such additional Registrable Securities to be so covered once per calendar year for each of the Sponsor and the Jasper Holders for an
aggregate of not more than three (3) additional registrations per calendar year.


 


2.1.4
Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an
effective Shelf is on file with the Commission, (a) the Sponsor or (b) Holders of a majority-in-interest of the Registrable Securities
held by the Jasper Holders (any such Holders, the “Demanding Holders”) may request
to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each,
an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated
to effect an Underwritten Shelf Takedown if such offering shall include either (x) Registrable Securities proposed to be sold by the
Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed,
in the aggregate, $30 million (the “Minimum Takedown Threshold”).  All requests for Underwritten
Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities
proposed to be sold in the Underwritten Shelf Takedown. The initial 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). The Sponsor and the Jasper Holders may each demand
not more than three (3) Underwritten Shelf Takedowns, for an aggregate of not more than six (6) Underwritten Shelf Takedowns
pursuant to this Agreement. The Company shall not be required to effect more than one (1) Underwritten Shelf Takedown during any twelve
(12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering
pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.


 


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 Holders 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 Holders and the Requesting Holders (if any) desire to sell, taken
together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common
Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written
contractual piggy-back registration rights held by any other stockholders, 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 shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of
Common Stock or other equity securities, the Registrable Securities of (a) first, the Demanding Holders that can be sold without exceeding
the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested
be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders
have requested be included in such Underwritten Shelf Takedown) and (b) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable
Securities that each Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number
of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can
be sold without exceeding the Maximum Number of Securities.


 






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2.1.6
Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing
such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have
the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw
from such Underwritten Shelf Takedown; 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 by the Sponsor and the Jasper Holders or any of their respective Affiliates, as applicable. If withdrawn,
a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding
Holder for purposes of Section 2.1.4, unless either (a) such Demanding Holder has not previously withdrawn any Underwritten Shelf
Takedown or (b) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown
(or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable
Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor or
any Jasper Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such
Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by one of the Sponsor or any Jasper Holders,
as applicable, for purposes of Section 2.1.4. 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 Shelf Takedown. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior
to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses
pursuant to clause (b) of the second sentence of this Section 2.1.6.


 


2.2.
Piggyback Registration.


 


2.2.1
Piggyback Rights. 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 stockholders of the Company (or by the Company and by the stockholders of the Company including,
without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or
any registered offering with respect thereto) (a) filed in connection with any employee stock option or other benefit plan, (b)
for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) pursuant to a Registration Statement
on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),
(d) for an offering of debt that is convertible into equity securities of the Company or (e) for a dividend reinvestment plan,
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 (i) 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 (ii) 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.


 






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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 shares of Common Stock or other equity securities that the Company desires to sell, taken
together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering
has been demanded pursuant to separate written contractual arrangements with persons 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 shares of Common Stock or other equity securities, if any, as to which Registration or registered offering
has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders
of Registrable Securities, 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 shares of Common Stock 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 hereof, pro rata, based on the respective number of Registrable Securities
that each Holder has so 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 shares of Common Stock or other equity securities, if any, as to which Registration or registered offering has been requested
pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable
Securities, which can be sold without exceeding the Maximum Number of Securities;


 


(b)
If the Registration or registered offering is pursuant to a demand 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 shares of Common Stock 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 Common Stock or other
equity securities, if any, as to which Registration or a registered offering has been requested pursuant to the piggy-back registration
rights, if any, of the Third-Party Investor Stockholders set forth in the Subscription Agreements, which can be sold without exceeding
the Maximum Number of Securities; (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A), (B) and (C), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock 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 such persons or
entities other than the Holders of Registrable Securities hereunder or the Third-Party Investor Stockholders, which can be sold without
exceeding the Maximum Number of Securities; and


 


(c)
If the Registration or registered offering and Underwritten Shelf Takedown 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.


 






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2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw
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 a 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 hereof.


 


2.3.
Market Stand-off. In connection with any Underwritten Offering of Common Stock of the Company, if requested by the Underwriters
managing the offering, each Holder that (a) is an executive officer or director of the Company or (b) is a beneficial owner of more than
five percent (5%) of the outstanding shares of Common Stock of the Company participating in such Underwritten Offering as a selling stockholder,
and any other Holder reasonably requested by the managing Underwriter, agrees not to sell, transfer, make any short sale of, loan, pledge,
or otherwise hypothecate or encumber, grant any option for the purpose of, or otherwise dispose of any shares of Common Stock or other
equity securities of the Company (other than those included in such offering pursuant to this Agreement) during the ninety (90) day period
(or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly
permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each Holder participating
in such Underwritten Offering as a selling stockholder 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), on terms and conditions consistent with
Section 5.1. With respect to Surveyor, this Section 2.3 shall only apply to each Registrable Security that is a Lock-up Share. This Section
2.3 shall not apply to any Investor Shares acquired by Sponsor through the PIPE Financing.


 


ARTICLE
III

COMPANY PROCEDURES


 


3.1.
General Procedures. In connection with any Shelf and/or 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 covered by such Registration Statement 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 the majority-in-interest of the Holders with 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;


 






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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 reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holders; provided, that the Company shall have no obligation to furnish any documents publicly filed
or furnished with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”);


 


3.1.4
prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (a) 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 (b) 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
use its commercially reasonable efforts to cause all Registrable Securities included in any Registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated;


 


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 five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus (excluding
any exhibits thereto and any filings made under the Exchange Act that is to be incorporated by reference therein), furnish a copy thereof
to each seller of such Registrable Securities or its counsel;


 


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
in the event of an Underwritten Offering, permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant
retained by such Holders, or Underwriter to participate, at each such person’s or entity’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, financial institution, attorney or accountant in connection with the Registration; provided, however,
that such representative 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;


 






    11


     


    

 


3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, 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 to the extent customary for a transaction
of this type, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed
to the participating Holders 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 participating Holders or Underwriter may reasonably request and as are customarily included
in such opinions and negative assurance letters;


 


3.1.13
in the event of any Underwritten Offering pursuant to such Registration, enter into and perform its obligations under an underwriting
or other purchase or sales agreement, in usual and customary form, with the managing Underwriter;


 


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 then in effect);


 


3.1.15
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 in such 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 participating
Holders, consistent with the terms of this Agreement in connection with such Registration.


 


Notwithstanding
the foregoing, the Company shall not be required to provide any documents or information to an Underwriter if such Underwriter has not
been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter.


 


3.2.
Registration Expenses. Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the
Company. It is acknowledged by the Holders that each Holder shall bear, with respect to such Holder’s Registrable Securities being
sold, all 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 Registration Statement in 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 it
is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues
thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (a) agrees
to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement
arrangements approved by the Company and (b) 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 underwriting, sales,
distribution or placement arrangements. For the avoidance of doubt, 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.


 






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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 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 reasonably 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.


 


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, or (b) 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 ninety (90) days in any 12 month period) determined in good faith by the Company to be necessary
for such purpose. 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. The Company shall immediately notify the Holders of the expiration of any period during which
it exercised its rights under this Section 3.4.


 


3.5.
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly
filed or furnished with the Commission pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holder 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 the Common Stock 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).


 


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 or entity 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 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 (the “Holder Information”) and, to the extent permitted by law, shall indemnify the
Company, its directors, officers and agents and each person or entity who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable attorneys’
fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in the 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 or alleged untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder
expressly for use therein. 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. For the avoidance of doubt, the obligation to indemnify under this Section 4.1.2 shall be
several, not joint and several, among the Holders of Registrable Securities, and the total indemnification liability of a Holder under
this Section 4.1.2 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.


 






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4.1.3
Any person or entity entitled to indemnification herein shall (a) 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 or
entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and
(b) 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 or entity of such indemnified party and shall survive
the transfer of securities.


 


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 and the benefits received
by such indemnified party or indemnifying party; 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 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 or entity 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 or entity who was not
guilty of such fraudulent misrepresentation.


 






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ARTICLE
V

LOCK-UP


 


5.1.
Lock-up.


 


5.1.1
Each Lock-up Party agrees that it shall not, without the consent of the Company, Transfer any Lock-up Shares prior to the end of
the Lock-up Period (the “Lock-up”), subject to the early release provisions set forth in Section 5.1.5
below. Notwithstanding the foregoing, the provisions of Section 5.1 shall not apply to: (a) Transfers or distributions
to the Lock-up Party’s current or former general or limited partners, managers or members, stockholders, other equityholders or
other direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act) or to any investment fund or other entity
controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the Lock-up Party or
who shares a common investment advisor with the Lock-up Party or to the estates of any of the foregoing; (b) transfers by bona fide gift
to a member of the Lock-up Party’s immediate family or to a trust, the beneficiary of which is the Lock-up Party or a member of
the Lock-up Party’s immediate family for estate planning purposes; (c) by virtue of will, intestate succession or the laws of descent
and distributions upon death of the Lock-up Party; (d) pursuant to a qualified domestic relations order, in each case where such transferee
agrees to be bound by the terms of this Agreement; (e) pursuant to a bona fide third-party tender offer, merger, consolidation, business
combination, stock purchase or other similar transaction or series of related transactions approved by the Board and made to all holders
of the Company’s capital stock that would result in a Change in Control; (f) establishment of a trading plan pursuant to Rule 10b-1
under the Exchange Act for the transfer of restricted securities; provided, that such plan does not provide for the transfer of Lock-up
Shares during the Lock-up Period; (g) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization
and the entity’s organizational documents upon dissolution of the entity, (h) transactions and Transfers (including without limitation
any swap, hedge, derivative or other synthetic arrangement) relating to Investor Shares or other securities acquired as part of the PIPE
Financing or issued in exchange for, or on conversion or exercise of, any Investor Shares or securities issued as part of the PIPE Financing,
(i) Transfers and transactions (including without limitation any swap, hedge, derivative or other synthetic arrangement) relating to
Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market or other transactions
after the effective time of the Merger or that otherwise do not involve or relate to Lock-up Shares, (j) transactions in the event of
completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s securityholders
having the right to exchange their shares of Common Stock for cash, securities or other property, (k) transactions to satisfy any U.S.
federal, state, or local income tax obligations of the Lock-up Party (or its direct or indirect owners) arising from a change in the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder
(the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties,
and such change prevents the Merger from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Merger
does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account
such changes), in each case solely and to the extent necessary to cover any tax liability as a direct result of the transaction, and
(l) Transfers or conversions of Non-Voting Common Stock into Voting Common Stock.


 


5.1.2
If any Transfer of Lock-up Shares prior to the end of the Lock-up Period is made or attempted contrary to the provisions of this Agreement,
such purported Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee
of the Lock-up Shares as one of its equityholders for any purpose. In order to enforce this Section 5.1, the Company may impose
stop-transfer instructions with respect to the Lock-up Shares until the end of the Lock-up Period, except in compliance with the foregoing
restrictions.


 


5.1.3
During the Lock-up Period, each certificate evidencing any Lock-up Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form, in addition to any other applicable legends:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 24, 2021, BY AND AMONG THE COMPANY (THE “ISSUER”), THE ISSUER’S STOCKHOLDERS
NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE
HOLDER HEREOF UPON WRITTEN REQUEST.”


 


Promptly
upon the expiration of the Lock-up Period, the Company will make best efforts to remove such legend from the certificates evidencing
the Lock-up Shares.


 






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5.1.4
For the avoidance of doubt, each Lock-up Party shall retain all of its rights as a stockholder of the Company during the Lock-up Period
including the right to vote any Lock-up Shares.


 


5.1.5
In the event that the Company releases or waives, in full or in part, any Lock-up Party (“Released Lock-up Party”)
from the Lock-up, then the same percentage of Lock-up Shares held by the other Lock-up Parties as the percentage of Lock-up Shares held
by such Released Lock-up Party to such other Lock-up Party’s aggregate number of Lock-up Shares that are the subject of such waiver
or release shall be automatically, immediately and fully released on the same terms from the Lock-Up; provided, that no such release
shall apply unless the Company releases or waives from the Lock-up, in full or in part, Lock-Up Shares (i) held by any officer or director,
or (ii) held by stockholders which individually or in the aggregate represent more than one percent (1%) of the Company’s outstanding
Common Stock (after giving effect to conversion into Common Stock of all outstanding preferred stock of the Company, par value $0.0001
per share). In the event that, as a result of this subsection, any Lock-up Shares owned by Lock-up Parties are to be released from the
restrictions imposed by Lock-up, the Company shall notify the Lock-up Parties in writing at least three (3) business days prior to the
effective date of such release or waiver, which notice shall state the percentage of Lock-up Shares held by the Lock-up Parties to be
released and the effective date of such release.


 


5.1.6
The Lock-up Period shall terminate upon the earlier of (i) 180 days after the Closing Date, or (ii) the closing of a merger, liquidation,
stock exchange, reorganization or other similar transaction after the Closing Date that results in all of the public stockholders of
the Company having the right to exchange their shares of Common Stock for cash securities or other property.


 


ARTICLE
VI

MISCELLANEOUS


 


6.1.
Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be
given (and shall be deemed to have been duly given) by delivery in person, by e-mail during normal business hours (and otherwise as of
the immediately following Business Day) (upon confirmation of receipt by the intended recipient, but excluding any automated reply, such
as an out-of-office notification), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof).
Any notice or communication under this Agreement must be addressed, if to the Company, to: 1177 Avenue of the Americas, Fl 40, New York,
NY 10036, 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 6.1.


 


6.2.
Assignment; No Third Party Beneficiaries.


 


6.2.1
Subject to Section 6.2.3, this Agreement and the rights, duties and obligations of the Company and the Holders of Registrable
Securities, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders of Registrable Securities, as
the case may be, in whole or in part.


 


6.2.2
Subject to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided
that (1) immediately following such transfer such Registrable Securities remain Registrable Securities, and (2) with respect to the Sponsor
and the Jasper Holders, the rights hereunder that are personal to such Holder may not be assigned or delegated in whole or in part, except
that (i) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect
partners, members or equity holders of the Sponsor and (ii) each of the Jasper Holders shall be permitted to transfer its rights hereunder
as the Jasper Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Jasper Holder (it
being understood that no such transfer shall reduce or modify any rights of such Jasper Holder or such transferee). Prior to the expiration
of the applicable Lock-up Period, no Holder subject to any such Lock-up Period may assign or delegate such Holder’s rights, duties
or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-up Period, 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.


 






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6.2.3
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.


 


6.2.4
This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly
set forth in this Agreement and Section 6.2 hereof.


 


6.2.5
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 (a) written notice of such assignment as provided in Section 6.1 hereof
and (b) 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 6.2 shall be null and void.


 


6.3.
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.


 


6.4.
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (A) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO
AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS OF SUCH JURISDICTION AND (B) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT
IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


EACH
PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


6.5.
Amendments and Modifications. Upon the written consent of the Company and the Holders of 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, (a) any amendment hereto or waiver hereof that adversely affects one Holder or group of affiliated Holders,
solely in his, her or its capacity as a holder of the shares of capital stock 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, and (b) any amendment hereto or waiver
hereof that adversely affects the rights or increases the obligations of any Holder shall require the consent of such Holder. No course
of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company
in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.
No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or thereunder by such party.


 






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6.6.
Other Registration Rights. Other than the Sponsor and Third-Party Investor Stockholders who each have registration rights with
respect to their Investor Shares pursuant to their respective Subscription Agreements, the Company represents and warrants that no person
or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company
for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for
its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any
other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement
or agreements and this Agreement, the terms of this Agreement shall prevail. The Company will not grant any person or entity with any
registration rights with respect to the capital stock of the Company that are senior to or in conflict or inconsistent with the rights
of the Holders as set forth in ARTICLE II in any material respect (it being understood that this shall not preclude the grant of additional
demand or piggyback registration rights in and of themselves so long as such rights are not prior in right to the rights under this Agreement).


 


6.7.
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 the Company or Jasper granted under any other
agreement, including, but not limited to, the Original RRA and that certain Investors’ Rights Agreement, dated as of November 21,
2019, by and among Jasper and the other parties thereto, any of such preexisting registration, qualification or similar rights and such
agreements shall be terminated and of no further force and effect.


 


6.8.
Term. This Agreement shall terminate on the earlier of (a) the tenth (10th) anniversary of the date of this Agreement,
(b) the date as of which all of the Registrable Securities have been sold or disposed of and (c) with respect to any particular Holder,
on the date such Holder no longer holds Registrable Securities. The provisions on Section 3.5 and ARTICLE IV shall survive any
termination.


 


6.9.
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities
held by such Holder in order for the Company to make determinations hereunder.


 


[SIGNATURE
PAGES FOLLOW]


 




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


 


	 	COMPANY:
	 	 
	 	JASPER
    THERAPEUTICS, INC.,

    a Delaware
    corporation

	 	 	 
	 	By:	/s/
    Bala Venkataraman
	 	Name: 	Bala Venkataraman
	 	Title:	Chief Executive Officer


 


	 	AMPLITUDE
    HEALTHCARE
    HOLDINGS
    LLC

     

    By: Avego
    Healthcare Capital,

    L.P.,
    its Managing Member

	 	 	 
	 	By:	/s/
    Bala Venkataraman
	 	Name:	Bala Venkataraman
	 	Title:	Managing Member


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




    19


     


    

 


	 	HOLDER:
	 	Judith Shizuru
	 	 	 
	 	By:	/s/ Judith Shizuru
	 	Name: 	 Judith Shizuru



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




    20


     


    

 





	 	HOLDER:
	 	Susan Prohaska
	 	 	 
	 	By:	/s/ Susan Prohaska
	 	Name: 	Susan Prohaska



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




    21


     


    

 





	 	HOLDER:
	 	Abingworth Bioventures VII L.P.
	 	 	 
	 	By:	/s/ John Heard
	 	Name: 	John Heard
	 	Title:	Partner, General Counsel



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




    22


     


    

 





	 	HOLDER:
	 	Qiming U.S. Healthcare Fund II, L.P.
	 	 	 
	 	By:	/s/ Mark McDade
	 	Name:	 Mark McDade
	 	Title:	Co-founder and Partner



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




    23


     


    

 





	 	HOLDER:
	 	Citadel Multi-Strategy Equities Master Fund Ltd.
	 	 	 
	 	By:	/s/ Michael Weiner
	 	Name:	Michael Weiner
	 	Title:	Authorized Signatory




  





[Signature
Page to Amended and Restated Registration Rights Agreement]


 




    24


     


    

  


	 	HOLDER:
	 	Roche Finance Ltd
	 	 	
	 	By:	/s/ Felix Kobel
	 	Name:	Felix Kobel
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Valentin Baltzer
	 	Name:	Valentin Baltzer
	 	Title:	Authorized Signatory


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




    25


     


    

 


Schedule
1


 


Jasper
Holders


 


		1.	Judith
                                            Shizuru



 


		2.	Susan
                                            Prohaska



 


		3.	Abingworth
                                            Bioventures VII L.P.



 


		4.	Qiming
                                            U.S. Healthcare Fund II, L.P.



 


		5.	Citadel Multi-Strategy
                                            Equities Master Fund Ltd.



 


		6.	Roche Finance
                                            Ltd.



 


 


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