Exhibit 10.17





 


AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 5, 2020, is made and entered into
by and among Grid Dynamics Holdings, Inc., a Delaware corporation (f/k/a ChaSerg Technology Acquisition Corp.) (the “Company”),
ChaSerg Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor
Fitzgerald & Co. (“Cantor”), Automated Systems Holdings Limited, a company incorporated in Bermuda
with limited liability (the “ASL Parent”), GDB International Investment Limited, a British Virgin Islands
corporation and a wholly-owned subsidiary of ASL Parent (the “ASL Intermediate Company”), GDD International
Holding Company, a Delaware corporation and a wholly-owned subsidiary of ASL Intermediate Company (the “ASL Holder”),
BGV Opportunity Fund L.P., a Delaware limited liability partnership (“BGV”), and each of the undersigned individuals
and entities (together with the Sponsor, Cantor, ASL (as defined herein), BGV, and any person or entity who hereafter becomes a
party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively
the “Holders”).


 


RECITALS


 


WHEREAS,
the Company, the Sponsor and Cantor (the Sponsor and Cantor each, an “Existing Holder” and
together, the “Existing Holders”) are party to that certain Registration Rights Agreement, dated as of
October 4, 2018 (the “Original RRA”);


 


WHEREAS,
the Company has entered into that certain Agreement and Plan of Merger, dated as of November 13, 2019 (as it may be
amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, CS Merger
Sub 1 Inc., a California corporation, CS Merger Sub 2 LLC, a Delaware limited liability company, Grid Dynamics International, Inc.,
a California corporation (“Grid”) and ASL Parent;


 


WHEREAS,
pursuant to the Merger Agreement, certain of the Holders will receive shares of common stock, par value $0.0001 per
share (the “Common Stock”), of the Company;


 


WHEREAS,
each of ASL Parent and ASL Intermediate Company is a Permitted Transferee (as defined herein) of the ASL Holder, ASL
Parent is the beneficial owner of shares of Common Stock that are held by the ASL Holder and the ASL Holder intends to transfer
its shares of Common Stock to ASL Parent and/or ASL Intermediate Company; and


 


WHEREAS,
the Company and the Holders 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.


 






     


     


    

 


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.


 


“ASL”
shall mean, collectively, ASL Parent, ASL Intermediate Company, and ASL Holder.


 


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


 


“ASL
Intermediate Company” shall have the meaning given in the Preamble hereto.


 


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


 


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


 


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


 


“Cantor
Private Placement Units Purchase Agreement” shall mean that certain Private Placement Units Purchase Agreement,
dated as of October 4, 2018, pursuant to which Cantor purchased 110,000 units, each unit consisting of one share of Class A Common
Stock and one half of one warrant to purchase one share of Class A Common Stock, in a private placement transaction.


 


“Class
A Common Stock” shall mean the Class A Common Stock, par value $0.0001 per share, of the Company (including
the shares of Common Stock issuable upon conversion thereof).


 


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


 


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


 


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


 


“Effective
Time” shall have the meaning given in the Merger Agreement.


 


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


 




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“Existing
Holder” shall have the meaning given in the Recitals hereto.


 


“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.


 


“Founder
Shares” shall mean the 5,500,000 shares of the Company’s Class B common stock, par value $0.0001 per
share, purchased by the Sponsor pursuant to that certain Securities Subscription Agreement dated as of May 30, 2018 by and between
the Sponsor and the Company.


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares (including shares of Common Stock into
which the Founder Shares are convertible), the period ending on the earlier of (A) one year after the Effective Time or (B) subsequent
to the Closing, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the Effective Time or (y) the date on which the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right
to exchange their shares of Common Stock for cash, securities or other property.


 


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


 


“Grid
Holder Lock-Up Agreements” shall mean those certain lock-up agreements, dated as of March 5, 2020, by and
among the Company and each of the shareholders of Grid.


 


“Grid
Holder Lock-Up Period” shall mean, with respect to the shares of Common Stock issued to the Holders pursuant
to the Merger Agreement, the period ending on the earlier of (A) one year after the Effective Time or (B) subsequent to the Closing,
(x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after the Effective Time or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares
of Common Stock for cash, securities or other property.


 


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


 


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


 


“Insider
Letter” shall mean that certain letter agreement, dated as of October 4, 2018, by and among the Company, the
Sponsor and each of the Company’s officers, directors and director nominees.


 


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


 


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


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 




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


 


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


 


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


 


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


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Units that are held by the initial
purchasers of such Private Placement Units or their Permitted Transferees (including units into which the Private Placement Units
are convertible), and any of the securities underlying such Private Placement Unit (including securities into which such underlying
securities are convertible), including the Private Placement Shares, the Private Placement Warrants and the Class A Common Stock
issued or issuable upon the exercise of the Private Placement Warrants, that are held by the initial purchasers of the Private
Placement Units or their Permitted Transferees, the period ending 30 days after the Closing Date.


 


“Private
Placement Shares” shall mean the shares of Class A Common Stock comprising the Private Placement Units (including
shares of Common Stock into which the Class A Common Stock is convertible).


 


“Private
Placement Units” shall mean the 640,000 units (including units into which the Private Placement Units are
convertible), each unit consisting of one share of Class A Common Stock and one half of one warrant to purchase one share of Class
A Common Stock, purchased by (i) the Sponsor pursuant to that certain Securities Subscription Agreement dated as of May 30, 2018
by and between the Sponsor and the Company and (ii) Cantor pursuant to the Cantor Private Placement Units Purchase Agreement.


 


“Private
Placement Warrants” shall mean the warrants comprising the Private Placement Units (including warrants into
which the Private Placement Warrants are convertible).


 


“Pro
Rata” shall have the meaning given in Section 2.1.5.


 


“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.




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“Registrable
Security” shall mean (a) 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 of any other equity security)
of the Company held by a Holder immediately following the Closing (including any securities distributable pursuant to the Merger
Agreement), (b) any outstanding Private Placement Units (including any units into which such Private Placement Units are convertible),
and (c) any other equity security of the Company issued or issuable with respect to any securities referenced in clause (a) and
(b) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease
to be Registrable Securities 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) such securities shall have been otherwise transferred,
new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities
shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under
the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or
limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or
other public securities transaction.


 


“Registration”
shall mean a registration, 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.


 


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


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Common Stock is then listed;


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel
for the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


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


 


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


 


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


 


(F) reasonable fees
and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders in a Shelf Registration (including
any Subsequent Shelf Registration), an Underwritten Offering or a Shelf Takedown, as the case may be.


 


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


 


“Requesting
Holder” shall have the meaning given in 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, as the case may be.


 




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


 


“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.


 


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


 


“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 Filing.
The Company shall file and use its commercially reasonable efforts to cause to be effective within forty-five (45) days of the
Closing Date, 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 business days
prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included
therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The
Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including
post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in
compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the
event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf
(and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.


 




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2.1.2 Subsequent Shelf
Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly
as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt
withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly
as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending
the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration”) registering the resale of all Registrable Securities (determined as of two business days prior
to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such
Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing
thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined
in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated
under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration
continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there
are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company
is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.


 


2.1.3 Additional Registerable
Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous
basis, the Company, upon request of (i) the Holders of at least a majority in interest of the then outstanding Registrable Securities
held by the Existing Holders and their Permitted Transferees, on the one hand, or (ii) the Holders of at least a majority in interest
of the then outstanding Registrable Securities held by ASL Holder and its Permitted Transferees, on the other hand, 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, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become
effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms
hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice
per calendar year for each of the Existing Holders and their Permitted Transferees, on the one hand, and ASL Holder and its Permitted
Transferees, on the other hand.


 


2.1.4 Requests for
Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission (i)
the Holders of at least a majority in interest of the then outstanding Registrable Securities held by the Existing Holders and
their Permitted Transferees or (ii) the Holders of at least a majority in interest of the then outstanding Registrable Securities
held by ASL Holder and its Permitted Transferees (in each case of (i) and (ii), 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 Registrable Securities proposed to be sold by the Demanding
Holders with a total offering price reasonably expected to exceed, in the aggregate $10 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
Company 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 Demanding Holder’s prior approval (which shall not be unreasonably withheld,
conditioned or delayed). The Existing Holders and their Permitted Transferees, collectively, may demand not more than two (2) Underwritten
Shelf Takedowns, and ASL Holder and its Permitted Transferees, collectively, may demand not more than two (2) Underwritten Shelf
Takedowns, in each case pursuant to this Section 2.1.4. 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.




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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 Common Stock or other equity securities that the Company desires to sell and the Common Stock,
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 of the Company, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included
in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting
Holders have requested be included in such Underwritten Shelf Takedown (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (i), the Common Stock or other equity securities that
the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other
equity securities of other persons or entities that the Company is obligated to offer in an Underwritten Offering pursuant to separate
written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.6 Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, 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, and such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under
Section 2.1.4 hereof; provided that the Sponsor, ASL Holder or any of their respective Permitted Transferees 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, ASL Holder or any of their respective Permitted
Transferees, as applicable. 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.


 






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2.2 Piggyback Registration.


 


2.2.1
Piggyback Rights. If the Company or any Holder who has the right to demand a Shelf Takedown pursuant to the terms
of this Agreement proposes to conduct a Shelf Takedown of, or if the Company proposes to file a Registration Statement under the
Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into equity securities, for its own account or for the account of 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
hereof), other than a Registration Statement (or any Shelf Takedown with respect thereto) (i) filed in connection with any employee
stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing
stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company (iv) for a dividend reinvestment
plan or (v) 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), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities
as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in
the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus
supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in
such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any,
in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such Shelf Takedown
such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written
notice (such Shelf Takedown, 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 best 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 in such Piggyback Registration on the
same terms and conditions as any similar securities of the Company included in such Shelf Takedown 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.


 


2.2.2 Reduction of
Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing
that the dollar amount or number of the Common Stock or other equity securities that the Company desires to sell, taken together
with (i) the Common Stock or other equity securities, if any, as to which Registration or a Shelf Takedown 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
Common Stock or other equity securities, if any, as to which Registration or a Shelf Takedown has been requested pursuant to separate
written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities,
then:


 


(a) If the Registration
or Shelf Takedown is undertaken for the Company’s account, the Company shall include in any such Registration or Shelf Takedown
(A) first, the 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, 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 Common Stock,
if any, as to which Registration or a Shelf Takedown has been requested pursuant to written contractual piggy-back registration
rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;




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(b) If the Registration
or Shelf Takedown is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration or Shelf Takedown (A) first, the 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 Common Stock or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common
Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant
to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number
of Securities.


 


(c) If the Registration
or 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 Shelf Takedown securities in accordance with Section 2.1.5.


 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder) shall have
the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the
effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case
of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus
or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether
on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual
obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which,
in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.


 


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




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2.3 Restrictions
on Registration Rights. If (A) during the period starting with the date forty-five (45) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of
a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 and it continues to actively employ, in good faith,
all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten
Offering and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or
(C) in the good faith judgment of the Board such Registration or Underwritten Offering would be seriously detrimental to the Company
and the Board concludes as a result that it is essential to defer the filing of such Registration Statement or such Underwritten
Offering at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the
Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration
Statement to be filed or such Underwritten Offering to be conducted, as the case may be, in the near future and that it is therefore
essential to defer the filing of such Registration Statement or the Underwritten Offering, as the case may be. In such event, the
Company shall have the right to defer such filing or Underwritten Offering for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.


 


ARTICLE III

COMPANY PROCEDURES


 


3.1 General Procedures.
In connection with any Shelf and/or Shelf Takedown, the Company shall use its best efforts to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible:


 


3.1.1 prepare and file
with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered
by such Registration Statement have been sold;


 


3.1.2 prepare and file
with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus,
as may be reasonably requested by any Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in
accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


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




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


 


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


 


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


 


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


 


3.1.8 at least five (5)
days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement
or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus (excluding
any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein), furnish a copy
thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;


 


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


 


3.1.10 permit a representative
of the Sponsor, ASL, Cantor, the Underwriters, if any, and any attorney or accountant retained by the Sponsor, ASL, Cantor or Underwriters,
if any, to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the
Company’s officers, directors and employees to supply all information reasonably requested by any such representatives, Cantor,
Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives,
Cantor or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior
to the release or disclosure of any such information; and provided further, the Company may not include the name of any
Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment
or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration
Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter
and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which
comments the Company shall include unless contrary to applicable law;


 




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3.1.11 obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten 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, obtain an opinion, dated such date, of counsel representing
the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the
Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13 in the event of
any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form,
with the managing Underwriter of such offering;


 


3.1.14 make available
to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.15 with respect to
an Underwritten Shelf Takedown pursuant to Section 2.1.4, use its reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in 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 Holders, in connection
with such Registration.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that
subject to this Section 3.2, the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities,
such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth
in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the
Holders; provided that the Company’s obligations under this Agreement to reimburse the Holders shall not exceed $50,000 per
Registration.


 


3.3 Requirements
for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does
not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities
from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information
is necessary to effect the Registration and such Holder continues thereafter to withhold such information. No person may participate
in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder
unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved
by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,
underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
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. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until
it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or
continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but
in no event more than sixty (60) days, determined in good faith by the Company to be necessary for such purpose. In the event the
Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the
notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised
its rights under this Section 3.4.


 


3.5 Reporting Obligations.
As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the
Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly
filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval (EDGAR) System shall be
deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that
it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable
such Holder to sell shares of 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 promulgated thereafter by the
Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a
written certification of a duly authorized officer as to whether it has complied with such requirements.


 


3.6 Limitations
on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cantor may not exercise its rights under Sections
2.1.4 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the registration statement relating
to the Company’s initial public offering, respectively, and (ii) Cantor may not exercise its rights under Section 2.1.4
more than one time, and (iii) for clarity, BGV shall not be considered a “Holder” under Section 2.1 hereof.


 






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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 agents and
each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except
insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.


 


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


 


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


 




    15


     


    

  


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


 


4.1.5 If the indemnification
provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu
of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by,
or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,
however, that the liability of any Holder under this 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 guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5
from any person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE V

MISCELLANEOUS


 


5.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested,
(ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic
mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be
deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date
on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at
such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery
is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company,
to: 533 Airport Blvd, Suite 400, Burlingame, CA 94010, and, if to any Holder, at such Holder’s address or contact information
as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to
time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery
of such notice as provided in this Section 5.1.


 






    16


     


    

 


5.2 Assignment;
No Third Party Beneficiaries.


 


5.2.1 This Agreement
and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in
part.


 


5.2.2 Prior to the expiration
of the Founder Shares Lock-Up Period, the Private Placement Lock-Up Period or the Grid Holder Lock-Up Period, as the case may be,
under the Insider Letter, the Cantor Private Placement Units Purchase Agreement or the Grid Holder Lock-Up Agreements, no such
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except
in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee
agrees to become bound by the transfer restrictions set forth in this Agreement.


 


5.2.3 This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the
permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4 This Agreement
shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement
and Section 5.2 hereof.


 


5.2.5 No assignment by
any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii)
the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.


 


5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


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


 


5.5
Amendments and Modifications. Upon the written consent of (a) the Company (b) the Holders of at least a majority
in interest of the Registrable Securities held by the Existing Holders or their Permitted Transferees at the time in question (which
majority interest must include Cantor if such amendment or modification affects in any way the rights of Cantor hereunder) and
(c) the Holders of at least a majority in interest of the Registrable Securities held by ASL Holder and all of its Permitted Transferees
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived,
or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the
shares of 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. No course of dealing between any Holder or the Company and any other party hereto
or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall
operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies
under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or
thereunder by such party.


 




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5.6 Other Registration
Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to
require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
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.


 


5.7 Term. This
Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities, provided
that the provisions of Article IV shall survive any termination with respect to such Holder.


 


5.8 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 Page Follows]


 




    18


     


    

 


	 	AUTOMATED SYSTEMS HOLDINGS LIMITED
	 	 	 
	 	By:	/s/ Wang Yueou
	 	 	Name:  Wang Yueou
	 	 	Title: Chief Executive Officer


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	BGV OPPORTUNITY FUND L.P.
	 	 	 
	 	By:	/s/ Eric Benhamou
	 	 	Name:  Eric Benhamou
	 	 	Title: Founder and General Partner


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	RENASCIA FUND B.  LLC
	 	 	 
	 	By:	/s/ Shuo Zhang
	 	 	Name:  Shuo Zhang
	 	 	Title: General Manager


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	VLSK2019 LLC
	 	 	 
	 	By:	/s/ Victoria Livschitz
	 	 	Name:  Victoria Livschitz
	 	 	Title: Member


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	LIVSCHITZ CHILDREN’S CHARITABLE TRUST
	 	 	 
	 	By:	/s/ Victoria Livschitz
	 	 	Name:  Victoria Livschitz
	 	 	Title: Trustee


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	VICTORIA LIVSCHITZ CHARITABLE TRUST
	 	 	 
	 	By:	/s/ Victoria Livschitz
	 	 	Name:  Victoria Livschtiz
	 	 	Title: Trustee


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	O.  FOX CHARITABLE TRUST
	 	 	 
	 	By:	/s/ Stan Klimoff
	 	 	Name:  Stan Klimoff
	 	 	Title: Trustee


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


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


 


	 	COMPANY:
	 	 	 
	 	GRID DYNAMICS HOLDINGS, INC
	 	 	 
	 	By:	/s/ Leonard Livschitz
	 	 	Name:  Leonard Livschitz
	 	 	Title: CEO


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	GDB INTERNATIONAL INVESTMENT LTD
	 	 	 
	 	By:	/s/ Wang Yueou
	 	 	Name:  Wang Yueou
	 	 	Title: Director


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	GDD INTERNATIONAL HOLDING COMPANY
	 	 	 
	 	By:	/s/ Wang Yueou
	 	 	Name:  Wang Yueou
	 	 	Title: Director


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	HOLDERS
	 	 	 
	 	CHASERG TECHNOLOGY SPONSOR LLC
	 	 	 
	 	By:	/s/ Lloyd Carney
	 	 	Name:  Lloyd Carney
	 	 	Title: Managing Member
	 	 	 
	 	By:	 
	 	 	Name:  Steven Fletcher
	 	 	Title: Managing Member
	 	 	 
	 	By:	 
	 	 	Name:  Alex Vieux
	 	 	Title: Managing Member


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	HOLDERS
	 	 	 
	 	CHASERG TECHNOLOGY SPONSOR LLC
	 	 	 
	 	By:	 
	 	 	Name:  Lloyd Carney
	 	 	Title: Managing Member
	 	 	 
	 	By:	/s/ Steven Fletcher
	 	 	Name:  Steven Fletcher
	 	 	Title: Managing Member
	 	 	 
	 	By:	 
	 	 	Name:  Alex Vieux
	 	 	Title: Managing Member


 


[Signature Page to A&R Registration
Rights Agreement]


 




     


     


    

 


	 	HOLDERS
	 	 	 
	 	CHASERG TECHNOLOGY SPONSOR LLC
	 	 	 
	 	By:	 
	 	 	Name:  Lloyd Carney
	 	 	Title: Managing Member
	 	 	 
	 	By:	 
	 	 	Name:  Steven Fletcher
	 	 	Title: Managing Member
	 	 	 
	 	By:	/s/ Alex Vieux
	 	 	Name:  Alex Vieux
	 	 	Title: Managing Member


 


[Signature Page to A&R Registration
Rights Agreement] 




     


     


    

 


	 	CANTOR FITZGERALD & CO.
	 	 	 
	 	By:	/s/ Mark Kaplan
	 	 	Name:  Mark Kaplan
	 	 	Title: CEO


 


[Signature Page to A&R Registration
Rights Agreement]