Exhibit 10.22


 


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made and entered into as of September 29, 2021, by and among (i) Galileo
Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined
below), the “Purchaser”), and (ii) the undersigned parties listed as “Investors” on the signature
page hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS, on or about
the date hereof, the Purchaser, Shapeways, Inc., a Delaware corporation (the “Company”), Galileo Acquisition
Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and the
other parties named therein, have entered into that certain Agreement and Plan of Merger and Reorganization (as amended from time to time
in accordance with the terms thereof, the “Merger Agreement”), pursuant to which the Purchaser shall continue
out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to the Cayman
Islands Companies Law and the applicable provisions of the DGCL (the “Domestication”) and Merger Sub will merge
with and into the Company, with the Company continuing as the surviving entity (the “Merger”), and as a result
of which, among other matters, all of the issued and outstanding capital stock of the Company immediately prior to the Effective Time
shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right for each Company
Stockholder (as defined below) to receive its Stockholder Pro Rata Share of the Stockholder Merger Consideration as set forth in the Merger
Agreement, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions
of the DGCL; and


 


WHEREAS, the parties
desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Merger Consideration
received by the Investors under the Merger Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.            DEFINITIONS.
Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement. The
following capitalized terms used herein have the following meanings:


 


“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 Purchaser, after consultation with counsel to the Purchaser, (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 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 Purchaser has a bone fide
business purpose for not making such information public.


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Board”
means the Board of Directors of the Purchaser.


 


“Closing”
means the consummation of the transactions contemplated by the Merger Agreement.


 






     


     


    

 


“Company”
is defined in the recitals to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time.


 


“Founder Registration
Rights Agreement” means that certain Registration Rights Agreement, dated as of October 17, 2019, by and among Purchaser,
Sponsor and EarlyBirdCapital, Inc., as amended from time to time in accordance with the terms thereof.


 


“Founder Securities”
means those securities included in the definition of “Registrable Security” specified in the Founder Registration Rights Agreement.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor(s)”
is defined in the preamble to this Agreement, and includes any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of an Investor permitted under this Agreement and the Lock-Up Agreement, as applicable.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“Lock-Up Agreement”
means the lock-up agreement, entered into by Purchaser, the Purchaser Representative and certain security holders of the Company, pursuant
to which such security holders of the Company agreed not to transfer the Merger Consideration for a certain period of time after the Closing.


 


“Losses”
is defined in Section 4.1.


 


“Maximum Number
of Securities” is defined in Section 2.1.4.


 


“Merger Agreement”
is defined in the recitals to this Agreement.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“PIPE Securities”
means those securities sold to PIPE Investors in accordance with the Subscription Agreements.


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Purchaser”
is defined in the preamble to this Agreement, and shall include Purchaser’s successors by merger, acquisition, reorganization or
otherwise.


 


“Purchaser Common
Stock” means the shares of common stock, par value $0.0001 per share, of the Purchaser following the consummation of the
Domestication, along with any equity securities paid as dividends or distributions after the Closing with respect to such shares or into
which such shares are exchanged or converted after the Closing.


 






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“Register,”
 “Registered” and “Registration” mean a registration or offering 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.


 


“Registrable Securities”
means the shares of Purchaser Common Stock received by the Investors at the Closing as Merger Consideration in the Merger, excluding shares
of Purchaser Common Stock underlying restricted stock units. Registrable Securities also include any warrants, capital shares or other
securities of Purchaser issued as a dividend, split or other distribution with respect to or in exchange for or in replacement of the
foregoing securities or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other
reorganization or other similar event with respect to the Purchaser Common Stock (it being understood that, for purposes of this Agreement,
a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the
Purchaser or the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular
Registrable Securities, 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 ceased to be outstanding;
(c) such securities have been sold without registration pursuant to Rule 144; or (d) such securities have been sold to,
or through, a broker, dealer or underwriter in a public offering. Notwithstanding anything to the contrary contained herein, a Person
shall be deemed to be an “Investor holding Registrable Securities” (or words to that effect) under this Agreement only if
they are an Investor or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any Investor
permitted under this Agreement and the Lock-Up Agreement, as applicable.


 


“Registration
Statement” means a registration statement filed by Purchaser with the SEC in compliance with the Securities Act and the
rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


 


“Rule 144”
means Rule 144 promulgated under the Securities Act or any successor rule thereto.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Short Form Registration”
is defined in Section 2.3.


 


“Underwriter”
means 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.


 






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2.              REGISTRATION
RIGHTS.


 


2.1            Demand
Registration.


 


2.1.1        Request
for Registration. Subject to Section 2.4, at any time and from time to time after the Closing, Investors holding at least
a majority-in-interest of the Registrable Securities then issued and outstanding may make a written demand for registration under the
Securities Act 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”). Within ten (10) days following receipt of any request for a Demand Registration, Purchaser will notify
all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include
all or a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable
Securities in such registration, a “Demanding Holder”) shall so notify Purchaser within ten (10) days
after the receipt by the Investor of the notice from Purchaser. Upon any such request, the Demanding Holders shall be entitled to have
their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1.
Purchaser shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1
in respect of all Registrable Securities.


 


2.1.2        Effective
Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with respect
to such Demand Registration has been declared effective and Purchaser has complied in all material respects with its obligations under
this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering
of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration will 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 thereafter elect to continue with such Registration and accordingly notify Purchaser in writing, but in no event
later than five (5) days after such removal, recission or termination, of such election; provided, further, that Purchaser shall
not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration
or is terminated.


 


2.1.3        Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and advise Purchaser as part of their written demand for a
Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten
offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall be conditioned
upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding Holder’s Registrable
Securities in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute their Registrable
Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwritten offering by a majority-in-interest of the Investors initiating the Demand Registration and reasonably
acceptable to Purchaser.


 






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2.1.4        Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good
faith, advises Purchaser and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding
Holders desire to sell, taken together with all other shares of Purchaser Common Stock or other securities which Purchaser desires to
sell and the shares of Purchaser Common Stock or other securities, if any, as to which Registration by Purchaser has been requested pursuant
to written contractual piggy-back registration rights held by other security holders of Purchaser who desire to sell, exceeds the maximum
dollar amount or maximum number of shares that can be sold in such 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
securities, as applicable, the “Maximum Number of Securities”), then Purchaser shall include in such Registration:
(i) first, (A) the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and (B) the
Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration
Rights Agreement during the period under which the Demand Registration hereunder is ongoing (all pro rata in accordance with the number
of securities that each applicable Person has requested be included in such registration, regardless of the number of securities held
by each such Person, as long as they do not request to include more securities than they own (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), Registrable Securities of Investors
as to which registration has been requested pursuant to Section 2.2 and Founder Securities as to which registration has been requested
pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the
holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without
exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell
that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other securities for
the account of other Persons that Purchaser is obligated to register pursuant to written contractual arrangements with such Persons (other
than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities.
In the event that Purchaser securities that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations
under this Section 2.1.4 shall include such Purchaser securities on an as-converted to Purchaser Common Stock basis.


 


2.1.5        Withdrawal.
A Demanding Holder may withdraw all or any portion of their Registrable Securities included in a Demand Registration from such Demand
Registration at any time prior to the effectiveness of the Demand Registration Statement. If a majority-in-interest of the Demanding
Holders disapprove of the terms of any underwritten offering or are not entitled to include all of their Registrable Securities in any
offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to Purchaser
and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with
the SEC with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering
relating to a Demand Registration in such event, then such registration shall not count as a Demand Registration provided for in Section 2.1.


 


2.2           Piggy-Back
Registration.


 


2.2.1        Piggy-Back
Rights. If at any time after the Closing Purchaser proposes to file a Registration Statement under the Securities Act with respect
to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by Purchaser for its own account or for security holders of Purchaser for their account (or by Purchaser and
by security holders of Purchaser including pursuant to Section 2.1), 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 Purchaser’s
existing security holders, (iii) for an offering of debt that is convertible into equity securities of Purchaser, or (iv) for
a dividend reinvestment plan, then Purchaser shall (x) give written notice of such proposed filing to Investors holding Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date or confidential submission
date, which notice shall describe the amount and type of securities to be included in such Registration or offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to Investors
holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Investors
may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
To the extent permitted by applicable securities laws with respect to such registration by Purchaser or another demanding security holder,
Purchaser shall use its best efforts to cause (i) such Registrable Securities to be included in such registration and (ii) the
managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included
in a Piggy-Back Registration on the same terms and conditions as any similar securities of Purchaser and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Investors holding
Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters
shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 






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2.2.2        Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering, in
good faith, advises Purchaser and Investors holding Registrable Securities proposing to distribute their Registrable Securities through
such Piggy-Back Registration in writing that the dollar amount or number of shares of Purchaser Common Stock or other Purchaser securities
which Purchaser desires to sell, taken together with the shares of Purchaser Common Stock or other Purchaser securities, if any, as to
which registration has been demanded pursuant to written contractual arrangements with Persons other than the Investors holding Registrable
Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares
of Purchaser Common Stock or other Purchaser securities, if any, as to which registration has been requested pursuant to the written
contractual piggy-back registration rights of other security holders of Purchaser, exceeds the Maximum Number of Securities, then Purchaser
shall include in any such registration:


 


(a)            If
the registration is undertaken for Purchaser’s account: (i) first, the shares of Purchaser Common Stock or other securities
that Purchaser desires to sell 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), Registrable Securities of Investors as to which
registration has been requested pursuant to this Section 2.2 and Founder Securities as to which registration has been requested pursuant
to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders
thereof based on the number of securities requested by such holders to be included in such registration, that 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 shares of Purchaser Common Stock or other equity securities for the account of other Persons
that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons (other than this Agreement
or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum Number of Securities;


 


(b)            If
the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first,
the shares of Purchaser Common Stock or other securities for the account of the Demanding Holders and the Founder Securities for the account
of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under
which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by
such holders to be included in such registration, 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), Registrable Securities of Investors
as to which registration has been requested pursuant to Section 2.2 and the Founder Securities as to which registration has been
requested pursuant to the written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata
among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be
sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities that Purchaser desires
to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Purchaser Common Stock or other equity
securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements
with such Persons (other than this Agreement or the Founder Registration Rights Agreement) that can be sold without exceeding the Maximum
Number of Securities;


 






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(c)            If
the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration
Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders under the Founder Registration Rights
Agreement and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to
Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro
Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, 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), Registrable Securities of Investors as to which registration has been requested pursuant
to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back
registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities
requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of
Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities;
and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and
(iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to
register pursuant to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration
Rights Agreement) that can be sold without exceeding the Maximum Number of Securities; and


 


(d)            If
the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under
Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement:
(i) first, the shares of Purchaser Common Stock or other securities for the account of the demanding Persons 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), Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2
and Founder Securities as to which registration has been requested pursuant to the written contractual piggy-back registration rights
under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such
holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser
Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; (iv) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares
of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant
to separate written contractual arrangements with such Persons (other than this Agreement or the Founder Registration Rights Agreement)
that can be sold without exceeding the Maximum Number of Securities.


 






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In the event that Purchaser securities that are
convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this Section 2.2.2 shall include
such Purchaser securities on an as-converted to Purchaser Common Stock basis.


 


2.2.3        Withdrawal.
Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to Purchaser of such request to withdraw prior to the effectiveness of the Registration
Statement. In connection with Section 2.2, Purchaser (whether on its own determination or as the result of a withdrawal by Persons
making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement without any liability to the applicable Investor, subject to the next sentence and the provisions of Section 4.
Notwithstanding any such withdrawal, Purchaser shall pay all expenses incurred in connection with such Piggy-Back Registration as provided
in Section 3.3 (subject to the limitations set forth therein) by Investors holding Registrable Securities that requested to have
their Registrable Securities included in such Piggy-Back Registration.


 


2.3            Short
Form Registrations. After the Closing, subject to Section 2.4, Investors holding Registrable Securities may at any
time and from time to time, request in writing that Purchaser register the resale of any or all of such Registrable Securities on Form S-3
or any similar short-form registration which may be available at such time and applicable to such Investor’s Registrable Securities
(“Short Form Registration”); provided, however, that Purchaser shall not be obligated to effect such request
through an underwritten offering. Upon receipt of such written request, Purchaser will promptly give written notice of the proposed registration
to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such
portion of such Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities, if any, of any other Investors joining in such request as are specified in a written request given within ten (10) days
after receipt of such written notice from Purchaser; provided, however, that Purchaser shall not be obligated to effect any such registration
pursuant to this Section 2.3: (i) if Form S-3 is not available to Purchaser for such offering; or (ii) if Investors
holding Registrable Securities, together with the holders of any other securities of Purchaser entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $10,000,000.
Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


2.4            Restriction
of Offerings. Notwithstanding anything to the contrary contained in this Agreement, an Investor shall not be entitled to request,
and Purchaser shall not be obligated to request the SEC to declare any registration (including any Demand Registration but not including
Piggy Back Registration) effective pursuant to this Section 2 with respect to any Registrable Securities that are subject to the
transfer restrictions under the applicable Investor’s Lock-Up Agreement, as applicable.


 






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3.             REGISTRATION
PROCEDURES.


 


3.1          Filings;
Information. Whenever Purchaser is required to effect the registration of any Registrable Securities pursuant to Section 2,
Purchaser shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1        Filing
Registration Statement Purchaser shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand
Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Purchaser then
qualifies or which counsel for Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable Securities
to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable efforts
to cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for the period required
by Section 3.1.3; provided, however, if during the period starting with the date sixty (60) days prior to Purchaser’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 Purchaser initiated Registration (and provided that Purchaser has delivered written notice to the Investors prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and Purchaser continues to actively employ, in good faith, all reasonable efforts to cause
the applicable Registration Statement to become effective), (i) the Investors have requested an underwritten Registration and (ii) (A) Purchaser
and the Investors are unable to obtain the commitment of underwriters to firmly underwrite the offer or (B) in the good faith judgment
of the Board such Registration would be seriously detrimental to Purchaser 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 Purchaser shall furnish to such Investors a certificate
signed by the Chairman of the Board or an executive officer of Purchaser stating that in the good faith judgment of the Board it would
be seriously detrimental to Purchaser 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, Purchaser shall have the right to defer such filing for a period of
not more than thirty (30) days; provided, however, that Purchaser shall not defer its obligation in this manner more than once in any
12-month period.


 


3.1.2        Copies.
Purchaser shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge
to Investors holding Registrable Securities included in such registration, and such Investors’ 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 Investors holding Registrable Securities included in such registration or legal counsel for
any such Investors may request in order to facilitate the disposition of the Registrable Securities owned by such Investors.


 


3.1.3        Amendments
and Supplements. Purchaser shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements
to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act, including all financial statements or schedules, until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of
distribution set forth in such Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities
cease to be Registrable Securities as defined by this Agreement.


 


3.1.4        Reporting
Obligations. As long as any Investors shall own Registrable Securities, the Purchaser, 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 Purchaser after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Investors with true and complete copies of all such filings; provided that any documents publicly filed
or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been
furnished or delivered to the Investors pursuant to this Section 3.1.4.


 






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3.1.5        Other
Obligations. In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through
any broker-dealer transactions described in the plan of distribution set forth within the prospectus included in the Registration Statement,
the Purchaser shall, subject to the receipt of the any customary documentation reasonably required from the applicable Investors in connection
therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being
sold or transferred and (b) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection
with the instruction under subclause (a). In addition, the Purchaser shall cooperate reasonably with, and take such customary actions
as may reasonably be requested by the Investors, in connection with the aforementioned sales or transfers.


 


3.1.6        Notification.
After the filing of a Registration Statement, Purchaser shall promptly, and in no event more than five (5) Business Days after such
filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall further notify
such Investors promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence of any
of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Purchaser shall take all
actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for any amendment
or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of
an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the Purchasers
of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly
make available to Investors holding Registrable Securities included in such Registration Statement any such supplement or amendment;
except that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents
incorporated by reference, Purchaser shall furnish to Investors holding Registrable Securities included in such Registration Statement
and to the legal counsel for any such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing
to provide such Investors and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that
such Investors and their legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after
receipt of such documents.


 


3.1.7        State
Securities Laws Compliance. Purchaser shall use its reasonable efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably 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 Purchaser and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided,
however, that Purchaser shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation
in any such jurisdiction where it is not then otherwise subject.


 


3.1.8        Agreements
for Disposition. To the extent required by the underwriting agreement or similar agreements, Purchaser shall enter into customary
agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required
in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of Purchaser
in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made
to and for the benefit of Investors holding Registrable Securities included in such Registration Statement. No Investor holding Registrable
Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement
except, if applicable, with respect to such Investor’s organization, good standing, authority, title to Registrable Securities,
lack of conflict of such sale with such Investor’s material agreements and organizational documents, and with respect to written
information relating to such Investor that such Investor has furnished in writing expressly for inclusion in such Registration Statement.


 






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3.1.9        Cooperation.
The principal executive officer of Purchaser, the principal financial officer of Purchaser, the principal accounting officer of Purchaser
and all other officers and members of the management of Purchaser shall reasonably cooperate in any offering of Registrable Securities
hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other
offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.


 


3.1.10      Records.
Purchaser shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional
retained by any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial and
other records, pertinent corporate documents and properties of Purchaser, as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause Purchaser’s officers, directors and employees to supply all information reasonably
requested by any of them in connection with such Registration Statement; provided that Purchaser may require execution of a reasonable
confidentiality agreement prior to sharing any such information.


 


3.1.11      Opinions
and Comfort Letters. Purchaser shall obtain from its counsel and accountants customary legal opinions and customary comfort letters,
to the extent so reasonably required by any underwriting agreement.


 


3.1.12      Earnings
Statement. Purchaser shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available
to its shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve (12)
months beginning with the first day of the Purchaser’s first full calendar quarter after the effective date of a registration statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any successor rule promulgated thereafter by the SEC).


 


3.1.13      Listing.
Purchaser shall use its best efforts to cause all Registrable Securities that are shares of Purchaser Common Stock included in any registration
to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Purchaser are then
listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors holding a
majority-in-interest of the Registrable Securities included in such registration.


 


3.1.14      Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $50,000,000, Purchaser
shall use its reasonable efforts to make available senior executives of Purchaser to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 






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3.2          Obligation
to Suspend Distribution. Upon receipt of any notice from Purchaser of the happening of any event of the kind described in Section 3.1.6(iv),
or in the event that the Registration Statement or prospectus included therein containing a misstatement of material fact or omitting
to state a material fact, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition
of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives
the supplemented or amended prospectus contemplated by Section 3.1.6(iv) or until advised in writing that the use of the prospectus
may be resumed. If the filing, initial effectiveness or continued use of the Registration Statement in respect of any registration at
any time would require the Purchaser to make an adverse disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Purchaser for reasons beyond the Purchaser’s control, the Purchaser may, upon giving prompt
written notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement
for the shortened period of time, but in no event more than thirty (30) days, determined in good faith by the Purchaser to be necessary
for such purpose. In the event the Purchaser exercises its rights under the preceding sentence, the Investors agree to suspend, immediately
upon their receipt of the noticed referred to above, their use of the prospectus relating to any registration in connection with any
sale or offer to sell Registrable Securities. The Purchaser shall immediately notify the Investors of the expiration of any period during
which it exercised its rights under this Section 3.2.


 


3.3           Registration
Expenses. Subject to Section 4, Purchaser shall bear all reasonable costs and expenses incurred in connection with any Demand
Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form Registration
effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations under
this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii) fees
and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Purchaser’s internal expenses
(including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing
of the Registrable Securities as required by Section 3.1.13; (vi) Financial Industry Regulatory Authority fees; (vii) fees
and disbursements of counsel for Purchaser and fees and expenses for independent certified public accountants retained by Purchaser (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.11); (viii) the
reasonable fees and expenses of any special experts retained by Purchaser in connection with such registration; and (ix) the reasonable
fees and expenses of one legal counsel selected by Investors holding a majority-in-interest of the Registrable Securities included in
such registration for such legal counsel’s review, comment and finalization of the proposed Registration Statement and other relevant
documents. Purchaser shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable
Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally,
in an underwritten offering, only if the Underwriters require the selling security holders and/or Purchaser to bear the expenses of the
Underwriter following good faith negotiations, all selling security holders and Purchaser shall bear the expenses of the Underwriter
pro rata in proportion to the respective amount of securities each is selling in such offering.


 


3.4           Information.
Investors holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested
by Purchaser, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement, including amendments
and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2
and in connection with the obligation to comply with federal and applicable state securities laws. Investors selling Registrable Securities
in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably
requested by Purchaser or the managing Underwriter.


 






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4.             INDEMNIFICATION
AND CONTRIBUTION.


 


4.1           Indemnification
by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser agrees to indemnify and hold harmless each Investor,
and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any,
who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each,
an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, actions, damages
or liabilities (collectively, “Losses”), whether joint or several, arising out of or based upon any untrue
or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by
Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action
or inaction required of Purchaser in connection with any such registration (provided, however, that the indemnity agreement contained
in this Section 4.1 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent
of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor
Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating
and defending any such Loss; provided, however, that Purchaser will not be liable in any such case to the extent that any
such Loss arises out of or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such Registration
Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and
in conformity with information furnished to Purchaser, in writing, by such selling holder or Investor Indemnified Party expressly for
use therein. Purchaser also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners,
members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided
above in this Section 4.1.


 


4.2           Indemnification
by Holders of Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor selling Registrable
Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling Investor, indemnify and hold harmless Purchaser, each of its directors and officers and each Underwriter
(if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within
the meaning of the Securities Act, against any Losses, whether joint or several, insofar as such Losses arise out of or are based upon
any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of
such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon
any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not
misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Purchaser
by such selling Investor expressly for use therein (provided, however, that the indemnity agreement contained in this Section 4.2
shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the indemnifying
Investor, such consent not to be unreasonably withheld, delayed or conditioned, and shall reimburse Purchaser, its directors and officers,
each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them
in connection with investigation or defending any such Loss. Each selling Investor’s indemnification obligations hereunder shall
be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Investor in the applicable
offering.


 






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4.3           Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any Loss in respect of which indemnity may
be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”) shall, if a claim in respect
thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the “Indemnifying
Party”) in writing of the Loss; provided, however, that the failure by the Indemnified Party to notify the Indemnifying
Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder,
except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense
thereof with counsel satisfactory to the Indemnified Party if the Indemnifying Party provides notice of such to the Indemnified Party
within thirty (30) days of the Indemnifying Party’s receipt of notice of such claim. After notice from the Indemnifying Party to
the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable
to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the
Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one
such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of
any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses
of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party (which shall not be unreasonably delayed or withheld), consent
to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement
includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4            Contribution.


 


4.4.1       If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any
Loss referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Loss in such proportion as is appropriate to reflect the relative fault
of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such Loss, as well
as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2        The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 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 the immediately
preceding Section 4.4.1.


 


4.4.3       The
amount paid or payable by an Indemnified Party as a result of any Loss referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Investor holding Registrable
Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting
fees, discounts, commissions or taxes) actually received by such Investor from the sale of Registrable Securities which gave rise to such
contribution obligation. Any contributions obligation of the Investors shall be several and not joint. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.


 






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5.             RULE
144 and 145.


 


5.1           Rule 144
and 145. Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required
from time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 and 145 under the Securities Act, as such Rule 144 and 145 may be amended from time
to time, or any similar rule or regulation hereafter adopted by the SEC.


 


6.             MISCELLANEOUS.


 


6.1           Other
Registration Rights. The Purchaser represents and warrants that as of the date of this Agreement, except as set forth in the Merger
Agreement, no Person, other than the holders of (i) Registrable Securities, (ii) Founder Securities and (iii) PIPE Securities,
has any right to require Purchaser to register any of Purchaser’s share capital for sale or to include Purchaser’s share
capital in any registration filed by Purchaser for the sale of share capital for its own account or for the account of any other Person.
The Investors hereby acknowledge that Purchaser has granted resale registration rights to holders of PIPE Securities in the Subscription
Agreements, and that nothing herein shall restrict the ability of Purchaser to fulfill its resale registration obligations under the
Subscription Agreements.


 


6.2           Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Purchaser hereunder may not be assigned or
delegated by Purchaser in whole or in part without the written consent of the Investors holding at a majority of the Registerable Securities
held by all Investors. This Agreement and the rights, duties and obligations of Investors holding Registrable Securities hereunder may
be freely assigned or delegated by such Investor in conjunction with and to the extent of any transfer of Registrable Securities by such
Investor which is permitted by such Investor’s Lock-Up Agreement as applicable; provided that no assignment by any Investor of
its rights, duties and obligations hereunder shall be binding upon or obligate Purchaser unless and until Purchaser shall have received
(i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to
Purchaser, 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). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties,
to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or
benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.


 






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6.3           Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by email during normal business hours of the recipient, (iii) by FedEx or other nationally
recognized overnight courier service, or (iv) after posting in the United States mail having been sent registered or certified mail
return receipt requested, postage prepaid, and otherwise on the next Business Day, addressed as follows (or at such other address for
a party as shall be specified by like notice):


 


	
     

    If to Purchaser prior to the Closing, to:

     

    Galileo Acquisition Corp.

    1049 Park Ave. 14A

    New York, NY 10028

    Attn: Alberto Recchi

    Telephone No.: (347) 517-1041

    Email: alberto.recchi@galileospac.com
	
     

    With a copy (which will not constitute notice) to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Stuart Neuhauser, Esq.

    Attn: Matthew A. Gray, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email: sneuhauser@egsllp.com

    Email: mgray@egsllp.com

     

	
     

    If to Purchaser from and after the Closing to:

     

    Shapeways, Inc.

    Attn: Greg Kress, Chief Executive Officer

    Email: notices@shapeways.com

    and

    the Purchaser Representative

    

    
	
     

    With copies (which shall not constitute notice) to:

     

    Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
    LLP

    1250 Broadway, 23rd Floor

    New York, NY 10001

    Attn: Hozefa M. Botee

    Attn: John H. Olson

    Attn: Jeffrey R. Vetter

    Attn: Jerry Ku

    Facsimile No: (877) 881-3007

    Phone: (212) 730-8133

    Email: hbotee@gunder.com

    Email: jolson@gunder.com

    Email: jvetter@gunder.com

    Email: jku@gunder.com

     

	If to an Investor, to: the address set forth below Investor’s name on the signature page to this Agreement.


 


6.4           Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained
in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Purchaser by a Person receiving Merger
Consideration in connection with the Closing, such Person failing to provide such signature shall not be a party to this Agreement or
have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement
as amongst such other parties.


 


6.5           Entire
Agreement. This Agreement (together with the Merger Agreement, and the Lock-Up Agreement to the extent incorporated herein, and including
all agreements entered into pursuant hereto or thereto or referenced herein or therein 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, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect
the rights and obligations of the parties under the Merger Agreement or any other Ancillary Document or the rights or obligations of
the parties under the Founder Registration Rights Agreement.


 






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6.6           Interpretation.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of
this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice
versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality
of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”;
(iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement
shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;
and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting
of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provision of this Agreement.


 


6.7           Amendments;
Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of Purchaser and Investors
holding a majority-in-interest of the Registrable Securities; provided, that any amendment or waiver of this Agreement which affects
an Investor in a manner materially and adversely disproportionate to other Investors will also require the consent of such Investor.
No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any
term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing
waiver of any such term, condition, or provision.


 


6.8           Remedies
Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the other parties 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.


 


6.9           Governing
Law; Jurisdiction; Waiver of Jury Trial. Sections 9.5 and 9.6 of the Merger Agreement shall apply to this Agreement mutatis mutandis.


 


6.10         Termination
of Merger Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement,
but this Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated in accordance
with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force
or effect, and the parties shall have no obligations hereunder.


 


6.11         Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Copies of executed counterparts of this Agreement transmitted by electronic transmission (including
by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the
same legal effect as original signatures and shall be considered original executed counterparts of this Agreement.


 


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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Purchaser:
	 	 
	 	GALILEO ACQUISITION CORP.
	 	 
	 	 
	 	By:	/s/ Luca Giacometti
	 	 	Name: 	Luca Giacometti
	 	 	Title: 	Chairman & Chief Executive Officer



 






    


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Investor:
	 	 
	 	Lux Co-Invest Opportunities, L.P.
	 	 	By: 	Lux Co-Invest Partners, LLC
	 	 	its: 	General Partner



 


	 	By: 	/s/ Peter Hebert
	 	Name:	 Peter Hebert
	 	Title: 	Managing Member



 


	 	Address:
	 	1600 El Camino Real – Suite 290
	 	Menlo Park, CA, 94025
	 	Attn: Segolene Scarborough (CFO)
	 	Email:Sego.scarborough@luxcapital.com



 






    


     


    

 


	 	Investor:
	 	 
	 	LUX VENTURES III, L.P.
	 	 	By: 	Lux Venture Partners III, LLC
	 	 	its: 	General Partner



 


 


	 	By:	/s/ Josh Wolfe
	 	Name:	Josh Wolfe
	 	Title: 	Managing Member



 


	 	LUX VENTURES CAYMAN III, L.P.
	 	 	By: 	Lux Venture Partners Cayman III, LLC
	 	 	its: 	General Partner
	 	 	By: 	Lux Ventures Cayman III General Partner Limited
	 	 	Its: 	General Partner
	 	 


 




	 	By:	/s/ Josh Wolfe
	 	Name:	Josh Wolfe
	 	Title: 	Director



 


	 	LUX VENTURES III SPECIAL FOUNDERS FUND, L.P.
	 	 	By:	 Lux Venture Partners III, LLC
	 	 	its:	 General Partner



 


 


	 	By: 	/s/ Josh Wolfe
	 	Name:	Josh Wolfe
	 	Title: 	Managing Member