Exhibit 10.1


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This Amended and Restated
Registration Rights Agreement (this “Agreement”) is entered into on June 25, 2021, by and among Forum Merger III Corporation
(the “Company”), and the undersigned parties listed on the signature pages hereto (each, an “Investor”
and, collectively, the “Investors”) and will be effective as of the Effective Time (as defined in the Merger Agreement
(as defined below)).


 


RECITALS


 


WHEREAS, Forum Investors
III LLC, a Delaware limited liability company (the “Sponsor”) is a party to a Registration Rights Agreement (the “Initial
Agreement”), dated as of August 18, 2020, by and among the Sponsor, the Company, Jefferies LLC (“Jefferies”)
and other signatories thereto, pursuant to which the Company provided the Sponsor and Jefferies with certain rights relating to the registration
of certain securities of the Company, including the Founder Shares (as defined herein) and Private Placement Units (as defined herein);


 


WHEREAS, prior to the
initial public offering (the “IPO”) of the Company, the Sponsor owned shares (the “Founder Shares”)
of Class B common stock, par value $0.0001 per share, of the Company (the “Class B common stock”);


 


WHEREAS, the Founder
Shares are convertible into shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock”)
on the terms provided in the Company’s second amended and restated certificate of incorporation (the “Pre-Merger COI”);


 


WHEREAS, the Sponsor
and Jefferies purchased an aggregate of 741,250 units (“Private Placement Units”) consisting of one share of Class
A common stock and one-third of one warrant exercisable for one share of Class A common stock (the “Private Placement Warrants”)
in a private placement that was completed simultaneously with the consummation of the IPO;


 


WHEREAS, in connection
with the IPO, the Company entered into a warrant agreement, dated as of August 18, 2020, pursuant to which the Company agreed to use its
commercially reasaonable efforts to file with the U.S. Securities and Exchange Commission (the “Commission”) a registration
statement for the registration, under the Securities Act of 1933, as amended (together with the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time, the “Securities Act”), of the shares of Class
A common stock issuable upon exercise of the warrants issued to the public investors in the IPO (the “Public Warrant”)
and the 247,082 shares of Class A common stock issuable under the Private Placement Warrants;


 


WHEREAS, reference
is made to that certain Agreement and Plan of Merger, by and among the Company, Electric Last Mile, Inc., a Delaware corporation (“ELMS”),
ELMS Merger Corp., a Delaware corporation (“Merger Sub”), and a wholly-owned subsidiary of the Company, and Jason Luo,
in the capacity as the initial Stockholder Representative thereto, dated December 10, 2020 (as amended from time to time in accordance
with the terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into ELMS, with ELMS
continuing as the surviving corporation (the “Merger”);


 






     


     


    

 


WHEREAS, capitalized
terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement;


 


WHEREAS, in connection
with the Merger and pursuant to the Merger Agreement and the other Transaction Documents, the Company, ELMS, the Sponsor, Jefferies LLC
and the other signatories to the Initial Agreement have agreed to amend and restate the Initial Agreement in order to provide rights relating
to the registration of shares of Common Stock issued or issuable to the holders of equity interests of the Company or ELMS pursuant to
the Merger Agreement, the other Transaction Documents and the transactions contemplated thereby;


 


WHEREAS, at the Effective
Time, all shares of Class B common stock will automatically convert into shares of Class A common stock in accordance with the Pre-Merger
COI and the Merger Agreement;


 


WHEREAS, immediately
following the conversion of the Class B common stock into Class A common stock, all shares of Class A common stock will be reclassified
as shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”);


 


WHEREAS, pursuant to
the Merger Agreement, at the Effective Time, the Company will issue to the stockholders of ELMS (collectively, the “ELMS Holders”)
and SF Motors, Inc. DBA SERES (“SERES”) shares of Common Stock, in the case of the ELMS Holders, as consideration in
the Merger (together with any shares of Common Stock issued to the ELMS Holders after the Closing of the Merger pursuant to the Merger
Agreement, including, for the avoidance of doubt, any shares of Adjustment Escrow Stock, the Earnout Shares and/or the 15 million shares
reserved for issuance pursuant to Section 5.14 of the Merger Agreement, collectively, the “Merger Shares”);


 


WHEREAS, pursuant to
Section 5.5 of the Initial Agreement, the provisions, covenants and conditions set forth therein may be amended or modified upon the written
consent of holders of at least a majority in interest of the Registrable Securities at the time in question (which majority interest must
include Jefferies if such amendment or modification affects in any way the rights of Jefferies thereunder); and


 


WHEREAS, the parties
hereto desire to amend and restate the Initial Agreement in order to provide the Investors with certain rights relating to the registration
of the Registrable Securities.


 


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:


 


A. The
Initial Agreement is hereby amended in its entirety and restated herein. Upon the execution of this Agreement, all provisions of, rights
granted and covenants made in the Initial Agreement are hereby waived, released and superseded in their entirety and shall have no further
force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable
to the transactions contemplated by the Merger Agreement.


 






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SECTION
1


Definitions


 


1.1 Certain
Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:


 


(a) “Agreement”
has the meaning set forth in the Preamble.


 


(b) “Affiliate”
of any person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first person or entity. As used in this definition, the term “control,”
including the correlative terms “controlled by” and “under common control with,” means (i) the direct or indirect
ownership of more than 50% of the voting rights of a person or entity or (ii) the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies (whether through ownership of securities or any equity or other ownership interest,
by contract or otherwise).


 


(c) “Class
A common stock” has the meaning set forth in the Recitals.


 


(d) “Class
B common stock” has the meaning set forth in the Recitals.


 


(e) “Closing”
means the closing of the transactions contemplated under the Merger Agreement.


 


(f) “Commission”
has the meaning set forth in the Recitals.


 


(g) “Common
Stock” has the meaning set forth in the Recitals.


 


(h) “Company”
has the meaning set forth in the Preamble.


 


(i) “DGCL”
means the General Corporation Law of the State of Delaware, as amended.


 


(j) “Dollars”
or “$” means the currency of the United States of America.


 


(k) “ELMS”
has the meaning set forth in the Recitals.


 


(l) “ELMS
Founders” means Jason Luo and James Taylor.


 


(m) “ELMS
Holders” has the meaning set forth in the Recitals.


 


(n) “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.


 


(o) “FINRA”
has the meaning set forth in Section 2.4(q).


 


(p) “Founder
Shares” has the meaning set forth in the Recitals.


 






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(q) “Holder”
means an Investor who holds Registrable Securities (including their donees, pledgees, assignees, transferees and other successors) and
any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been duly and validly transferred
in accordance with Section 2.11 or Section 2.13 of this Agreement.


 


(r) “Indemnified
Party” has the meaning set forth in Section 2.7(c).


 


(s) “Indemnifying
Party” has the meaning set forth in Section 2.7(c).


 


(t) “Initial
Agreement” has the meaning set forth in the Recitals.


 


(u) 
“Initiating Holders” means either (i) any Holder or Holders who, in the aggregate, hold not less than a majority of
the Registrable Securities issued to the Sponsor or (ii) any Holder or Holders who, in the aggregate, hold not less than twenty percent
(20%) of the Merger Shares that constitute Registrable Securities.


 


(v) “Investors”
has the meaning set forth in the Preamble.


 


(w) “IPO”
has the meaning set forth in the Recitals.


 


(x) “Merger”
has the meaning set forth in the Recitals.


 


(y) “Merger
Agreement” has the meaning set forth in the Recitals.


 


(z) “Merger
Shares” has the meaning set forth in the Recitals.


 


(aa) “Merger Sub”
has the meaning set forth in the Recitals.


 


(bb) “Other Selling
Stockholders” means persons or entities other than Holders who, by virtue of agreements with the Company, are entitled to include
their Other Shares in certain registrations hereunder.


 


(cc) “Other Shares”
means securities of the Company, other than Registrable Securities (as defined below), with respect to which registration rights have
been granted.


 


(dd) “Pre-Merger
COI” has the meaning set forth in the Recitals.


 


(ee) “Private Placement
Units” has the meaning set forth in the Recitals.


 


(ff) “Private Placement
Warrants” has the meaning set forth in the Recitals.


 


(gg) “Qualified
Holder” means each Holder whose Registrable Securities have a market value of at least $5,000,000 based on the average closing
price of the Common Stock for the ten (10) days ending on the trading day prior to the date on which notice is sent pursuant to Section
2.2(a)(i).


 


(hh) “Public Warrants”
has the meaning set forth in the Recitals.


 






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(ii) The
terms “register,” “registered” and “registration” shall refer to a registration
effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.


 


(jj) “Registrable
Securities” means shares of Common Stock issued or issuable to the Investors pursuant to the Merger Agreement, including without
limitation any (i) Merger Shares and (ii) Private Placement Warrants and shares of Common Stock (including shares of Common
Stock issuable upon exercise of Private Placement Warrants) held by the Sponsor or Jefferies immediately after the Closing of the Merger
(including without limitation, giving effect to the conversion of shares of Class B common stock into Class A common stock and subsequent
conversion into shares of Common Stock upon the closing of the Merger). Registrable Securities include any warrants, shares of capital
stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement
of such shares of Common Stock (including shares of Common Stock issuable upon exercise of Private Placement Warrants). 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 has become effective under the Securities Act and such securities have been sold, transferred, disposed of or
exchanged in accordance with such registration statement; (b) such securities have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfer have been delivered by the Company and any subsequent sale, transfer or distribution
of them does not require registration under the Securities Act; (c) such securities have ceased to be outstanding; or (d) such
securities are freely saleable under Rule 144 without public information requirements or volume limitations.


 


(kk) “Registration
Expenses” means all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation,
all registration, qualification and filing fees (including fees with respect to filings required to be made with FINRA, and any fees of
the securities exchange or automated quotation system on which the Common Stock is then listed or quoted), printing expenses, escrow fees,
fees and disbursements of counsel for the Company, two (2) counsels for the Holders, one selected by Holders holding a majority of the
Registrable Securities initially issued to the Sponsor and one selected by Holders holding a majority of the Merger Shares that are Registrable
Securities, up to a maximum of $50,000 total per counsel, blue sky fees and expenses (including reasonable fees and disbursements of counsels
for the Holders in connection with blue sky compliance), and any fees and disbursements of accountants retained by the Company incident
to or required by any such registration, but shall not include Selling Expenses, fees and disbursements of other counsel for the Holders
and the compensation of regular employees of the Company, which shall be paid in any event by the Company.


 


(ll) “Representatives”
means, with respect to any person, any of such person’s officers, directors, employees, agents, attorneys, accountants, actuaries,
consultants, equity financing partners or financial advisors or other person associated with, or acting on behalf of, such person.


 


(mm) “Resale Shelf
Registration Statement” has the meaning set forth in Section 2.1(a).


 






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(nn) “Restricted
Securities” means any Registrable Securities that are required to bear a legend restricting transfer or are otherwise prohibited
from being sold, transferred or distributed without registration under the Securities Act.


 


(oo) “Rule 144”
means Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or
any similar successor rule that may be promulgated by the Commission.


 


(pp) “Rule 145”
means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or
any similar successor rule that may be promulgated by the Commission


 


(qq) “SEC Guidance”
means (i) any publicly-available written or oral guidance, or comments, requirements or requests of the Staff and (ii) the Securities
Act and the rules and regulations thereunder.


 


(rr) “Securities
Act” has the meaning set forth in the Recitals.


 


(ss) “Selling Expenses”
means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees
and disbursements of counsel for any Holder (other than the fees and disbursements of counsel to the Sponsor and to the Holders of Merger
Shares included in Registration Expenses).


 


(tt) “SERES”
has the meaning set forth in the Recitals.


 


(uu) “Staff”
means the staff of the Division of Corporation Finance of the Commission.


 


(vv) “Suspension
Notice” has the meaning set forth in Section 2.1(f).


 


(ww) “Transfer”
means the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).


 


(xx) “Underwritten
Takedown” means an underwritten public offering of Registrable Securities pursuant to an effective registration statement.


 






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SECTION
2


Registration
Rights


 


2.1 Registration


 


(a) Registration
Requirements. The Company shall, not later than thirty (30) days after the Closing, prepare and file with the Commission a registration
statement on Form S-1, or Form S-3 if such registration statement form is available to the Company, and take all such other actions as
are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current
covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders
on a continuous or delayed basis pursuant to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration
Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration
Statement effective as soon as possible thereafter, but in any event within three (3) days after the Commission advises the Company that
it has completed its review of such registration statement, and to remain effective and the prospectus contained therein current until
all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination
of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant
provisions of the Securities Act and Exchange Act.


 


(b) Request
for Underwritten Takedowns. The Holders that qualify as Initiating Holders will be entitled to Underwritten Takedowns with respect
to their Registrable Securities in accordance with this Section 2.1. If the Company shall receive from any Initiating Holder a
written request signed by such Initiating Holder that the Company effect any Underwritten Takedown with respect to all or a part of the
Registrable Securities (such request shall state the number of shares of Registrable Securities proposed to be disposed of by such Initiating
Holder), the Company will:


 


(i) promptly,
and in any event, within five (5) days after receiving such request, give written notice of the proposed Underwritten Takedown to all
other Qualified Holders; and


 


(ii) as
soon as practicable, use its reasonable best efforts to cause the Commission to declare such Underwritten Takedown effective within ninety
(90) days thereafter (including, without limitation, filing post-effective amendments, one or more prospectus supplements, appropriate
qualifications under any applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and to
permit and facilitate the sale and distribution in an underwritten offering of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request
as are specified in a written request received by the Company within ten (10) days after such written notice from the Company is mailed
or delivered.


 


(c) Limitations
on Underwritten Takedowns. The Company shall not be obligated to effect any Underwritten Takedown pursuant to this Section
2.1:


 


(i) If
the Initiating Holder, together with the holders of any other securities of the Company entitled to inclusion in such Underwritten Takedown,
propose to sell Registrable Securities and such other securities (if any), the aggregate proceeds of which are anticipated to be less
than $20,000,000;


 






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(ii) In
any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such
registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be
required by the Securities Act;


 


(iii) If
the Company has effected two (2) such Underwritten Takedowns in any given twelve (12) month period;


 


(iv) If
the Initiating Holder proposes to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to the request
made pursuant to Section 2.2;


 


(v) If
the Initiating Holder does not request that such offering be firmly underwritten by underwriters selected by the Initiating Holder (subject
to the consent of the Company); or


 


(vi) If
the Company and the Initiating Holder are unable to obtain the commitment of the underwriter described in clause (v) above to firmly underwrite
the offer.


 


(d) Other
Shares. Any Underwritten Takedown may, subject to the provisions of Section 2.1(f), include Other Shares, and may include
securities of the Company being sold for the account of the Company, provided that, any Other Shares or securities of the Company
to be included in an Underwritten Takedown must be the subject of an effective shelf registration statement at the time the Company receives
the request for an Underwritten Takedown from the Initiating Holder.


 


(e) Underwriting;
Cutback. If the Company requests inclusion in any Underwritten Takedown of securities to be sold for its own account, or if other
persons request inclusion of Other Shares in any Underwritten Takedown, the Initiating Holder shall, on behalf of all Holders, offer to
include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons
in such underwriting and the inclusion of the Company’s and such other person’s securities of the Company and their acceptance
of the applicable provisions of this Section 2. The Company shall (together with all Holders and other persons proposing to distribute
their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter
or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest
of Holders that qualify as Initiating Holders. No Holder (or its permitted transferee or assignee under Section 2.11 or Section
2.13) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than
representations, warranties or agreements regarding such Holder’s (or such transferee’s or assignee’s) authority to
enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended
method of distribution and any other representation required by law.


 






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Notwithstanding any other
provision of this Section 2.1, if the underwriters, in good faith, advise the Initiating Holder in writing that marketing factors
require a limitation on the number of securities of the Company to be underwritten, the number of Registrable Securities and Other Shares
that may be so included shall be allocated as follows: (i) first, among Initiating Holders requesting to include Registrable Securities
in such Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Initiating Holders (determined
based on the aggregate number of Registrable Securities held by each such Initiating Holder), provided that not less than 20% of the allocation
in this clause (i) shall be for the Sponsor or its permitted transferees under Section 2.11 or Section 2.13; (ii) second,
among all other Holders requesting to include Registrable Securities in such Underwritten Takedown based on the pro rata percentage
of Registrable Securities held by such Holders (determined based on the aggregate number of Registrable Securities held by each such Holder);
(iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other Holders
or employees of the Company, and (iv) fourth, to any Other Selling Stockholders requesting to include Other Shares in such Underwritten
Takedown.


 


If a person who has requested
inclusion in such Underwritten Takedown as provided above does not agree to the terms of any such underwriting, such person shall be excluded
therefrom by written notice to the Company, the underwriter or the Initiating Holders, and the securities so excluded shall also be withdrawn
from the Underwritten Takedown. If securities are so withdrawn from the Underwritten Takedown and if the number of shares to be included
in such Underwritten Takedown was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the
Company shall offer to all Holders who have retained rights to include securities in the Underwritten Takedown the right to include additional
Registrable Securities in the offering in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated
among such Holders requesting additional inclusion, as set forth above.


 


(f) Deferral;
Suspension. Notwithstanding anything in this Agreement to the contrary, if the Company furnishes to the Holders a certificate
(the “Suspension Notice”) signed by an executive officer of the Company stating that, in the good faith judgment of
the Company’s Board of Directors, effecting a registration (whether by the filing of a registration statement or by taking any other
action) or the offering or disposition of Registrable Securities thereunder (including, for the avoidance of doubt, through an Underwritten
Takedown) should be postponed or suspended because such registration, offering or disposal would (1) materially impede, delay or interfere
with a pending material acquisition, corporate reorganization, or other similar transaction involving the Company; (2) require premature
disclosure of material non-public information that the Company has a material bona fide business purpose for preserving as confidential;
or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then by delivery of the Suspension
Notice to the Holders, then (in addition to the limitations set forth in Section 2.1(c) of this Agreement) the Company may so postpone
effecting a registration or require the Holders to refrain from offering or disposing of Registrable Securities for a period of not more
than sixty (60) days, and, provided further, that the Company shall not suspend usage of a registration statement in this manner more
than once in any twelve (12) month period.


 






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2.2 Company
Registration


 


(a) Company
Registration/Underwritten Offering. If the Company determines to (1) register any of its securities either for its own account
or the account of Other Selling Stockholders (or a combination of the foregoing) during a period in which a Resale Shelf Registration
Statement covering a Holder’s Registrable Securities is not then effective, other than: a registration pursuant to Section 2.1;
a registration relating to the shares of Common Stock underlying the Public Warrants; a registration relating solely to employee benefit
plans; a registration relating to the offer and sale of non-convertible debt securities; a registration relating to a corporate reorganization
or other Rule 145 transaction; or a registration on any registration form that does not permit secondary sales, or (2) effect an
underwritten public offering of securities, either for its own account or the account of Other Selling Stockholders (or a combination
of the foregoing), the Company will:


 


(i) promptly
give written notice (in any event not later than ten (10) days prior to the filing of the registration statement or preliminary prospectus
to which such offering relates) of the proposed registration or offering, as applicable, to all Holders; and


 


(ii) use
its reasonable best efforts to include in such registration or offering, as applicable, and any related qualification under blue sky laws
or other compliance, except as set forth in Section 2.2(b), and in any underwriting involved therein, all of such Registrable
Securities as are specified in a written request or requests made by any Holder or Holders received by the Company within five (5) days
after receipt of such written notice from the Company. Such written request may specify all or a part of a Holder’s Registrable
Securities; provided however, that notwithstanding anything to the contrary herein, only Qualified Holders shall be entitled to
notice of and to participate in underwritten public offerings contemplated by clause (ii) of this Section 2.2(a).


 


(b) Underwriting;
Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the Company
shall so advise the Qualified Holders who have elected to participate (and include the names of the proposed underwriters) as a part of
the written notice given pursuant to Section 2.2(a)(2)(i). All Qualified Holders proposing to distribute their securities
through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate
therein) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by
the Company. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.13) shall be required
to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties
or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting
agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any
other representation required by law.


 


Notwithstanding any other
provision of this Section 2.2, if the underwriters in good faith advise the Company and the Qualified Holders of Registrable
Securities participating in the offering in writing that marketing factors require a limitation on the number of shares to be underwritten,
the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration
and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities
that are entitled to be included in the registration and underwriting shall be allocated (1) if the underwritten offering is for the Company’s
account, (m) first, to the Company; (n) second, to the Qualified Holders requesting to include Registrable Securities in such offering
based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number
of Registrable Securities held by each such Qualified Holder); and (o) third, to the Other Selling Stockholders, if any, requesting to
include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is for the account
of Other Selling Stockholders, then (x) first, to the Other Selling Stockholders, (y) second, to the Qualified Holders requesting to include
Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders
(determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (z) third, to the Company.


 






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If a person who has requested
inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom
by written notice to the Company and the underwriter. Any Registrable Securities or Other Shares excluded or withdrawn from such underwriting
shall be withdrawn from such registration. Notwithstanding anything to the contrary, the Company shall be responsible for the Registration
Expenses prior to any such withdrawal.


 


(c) Right
to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this
Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in
such registration.


 


(d) Limitations.
The Company shall not be obligated to effect any registrations pursuant to this Section 2.2:


 


(i) After
the Company has initiated five (5) such Underwritten Takedowns pursuant to this Section 2.2 (counting for these purposes only (x)
registrations in which Registrable Securities are not excluded or reduced pursuant to Section 2.2(b) and which have been declared
or ordered effective and pursuant to which securities have been sold, and (y) withdrawn registrations);


 


(ii) If
the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to the request
made pursuant to Section 2.1;


 


(iii) If
the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by such Initiating Holders (subject
to the consent of the Company); or


 


(iv) If
the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (iii) above to firmly
underwrite the offer.


 






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2.3 Expenses
of Registration. All Registration Expenses incurred in connection with registrations pursuant to this Section 2 shall
be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Sections 2.1 and 2.2 if the registration request is subsequently withdrawn at the request
of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn
so that the minimum offering conditions set forth in Sections 2.1 and 2.2 are no longer satisfied (in which case all participating
Holders shall bear such expenses pro rata among each other based on the number of Registrable Securities requested to be so registered),
unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 2.1;
provided, however, if a withdrawal by the Holders is based upon material adverse information relating to the Company that
is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration
at the time of their request for registration under Section 2.1, such registration shall not be treated as a counted registration
for purposes of Section 2.1, even though the Holders do not bear the Registration Expenses for such registration. All Selling
Expenses relating to securities registered on behalf of the Holders and the holders of any Other Shares shall be borne by the Holders
and any holders of any Other Shares included in such registration pro rata among each other on the basis of the number of Registrable
Securities and Other Shares, respectively, registered on their behalf.


 


2.4 Registration
Procedures. In the case of each registration of Registrable Securities pursuant to Section 2, the Company will keep each
Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its sole expense, the Company
will:


 


(a) Prepare
each registration statement, including all exhibits and financial statements required under the Securities Act to be filed therewith,
and before filing such registration statement, any prospectus or any amendments or supplements thereto, furnish to the Holders of the
Registrable Securities copies of all documents prepared to be filed, which documents shall be subject to the review of such Holders and
their respective counsel;


 


(b) As
soon as reasonably practicable, file with the Commission the registration statement relating to the Registrable Securities, including
all exhibits and financial statements required by the Commission to be filed therewith, and use its reasonable best efforts to cause such
registration statement(s) to become effective under the Securities Act as soon as practicable;


 


(c) Prepare
and file with the Commission such amendments, post-effective amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be requested by the Holders or any underwriter of Registrable Securities or
as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement;


 


(d) Notify
the participating Holders of Registrable Securities, and confirm such notice in writing and provide copies of the relevant documents,
as soon as reasonably practicable after notice thereof is received by the Company (a) when the applicable registration statement
or any amendment thereto has been filed or becomes effective, and when the applicable prospectus or any amendment or supplement to such
prospectus has been filed, (b) of any written comments by the Commission or any request by the Commission or any other federal or
state governmental authority for amendments or supplements to such registration statement, prospectus or for additional information (whether
before or after the effective date of the registration statement), (c) of the issuance by the Commission of any stop order suspending
the effectiveness of such registration statement or any order by the Commission or any other regulatory authority preventing or suspending
the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, and (d) of
the receipt by the Company of any notification with respect to the suspension of any Registrable Securities for offering or sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose;


 






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(e) Furnish
such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of
or supplement to the prospectus, as a Holder (or its counsel) from time to time may reasonably request;


 


(f) Register
and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Holders; provided, that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where
it would not otherwise be required to qualify or when it is not then otherwise subject to service of process;


 


(g) Notify
each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto 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 an untrue statement of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances under which they were
made, and following such notification promptly prepare and file a post-effective amendment to such registration statement or a supplement
to the related prospectus or any document incorporated therein by reference, and file any other required document that would be incorporated
by reference into such registration statement and prospectus, so that such registration statement does not contain any 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 that such prospectus does not contain any 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, in the light of the circumstances under which they were made, not misleading, and,
in the case of a post-effective amendment to a registration statement, use reasonable best efforts to cause it to be declared effective
as promptly as is reasonably practicable, and give to the Holders listed as selling security holders in such prospectus a written notice
of such amendment or supplement, and, upon receipt of such notice, each such Holder agrees not to sell any Registrable Securities pursuant
to such registration statement until such Holder’s receipt of copies of the supplemented or amended prospectus or until it receives
further written notice from the Company that such sales may re-commence;


 


(h) Use
its reasonable best efforts to prevent, or obtain the withdrawal of, any order suspending the effectiveness of any registration statement
(and promptly notify in writing each Holder covered by such registration statement of the withdrawal of any such order);


 






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(i) Provide
a transfer agent or warrant agent, as applicable, and registrar for all Registrable Securities registered pursuant to such registration
statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(j) if
requested, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates
or establishment of book entry notations representing Registrable Securities to be sold and not bearing any restrictive legends, including
without limitation, procuring and delivering any opinions of counsel, certificates, or agreements as may be necessary to cause such Registrable
Securities to be so delivered;


 


(k) Cause
all such Registrable Securities registered hereunder to be listed on each securities exchange or automated quotation system on which similar
securities issued by the Company are then listed;


 


(l) In
connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1 or 2.2,
enter into and perform its obligations under an underwriting agreement in form reasonably necessary to effect the offer and sale of the
Registrable Securities subject to such underwriting, provided, that such underwriting agreement contains reasonable and customary
provisions;


 


(m) Furnish
to each Holder of Registrable Securities included in such registration statement a signed counterpart, addressed to such Holder, of (1) any
opinion of counsel to the Company delivered to any underwriter dated the effective date of the registration statement or, in the event
of an underwritten offering, the date of the closing under the applicable underwriting agreement, in customary form, scope, and substance,
at a minimum to the effect that the registration statement has been declared effective and that no stop order is in effect, which counsel
and opinions shall be reasonably satisfactory to the Holders and their respective counsel and (2) any comfort letter from the Company’s
independent public accountants delivered to any underwriter in customary form and covering such matters of the type customarily covered
by comfort letters as the managing underwriter or underwriters reasonably request. If no legal opinion is delivered to any underwriter,
the Company shall furnish to each Holder of Registrable Securities included in such registration statement, at any time that such Holder
elects to use a prospectus, an opinion of counsel to the Company to the effect that the registration statement containing such prospectus
has been declared effective and that no stop order is in effect and any other matters as the Holders or underwriter may reasonably request
and as are customarily included;


 


(n) Promptly
identify to the selling Holders any underwriter(s) participating in any disposition pursuant to such registration statement and any attorney
or accountant or other agent retained by any such underwriter or selected by the selling Holders, make available for inspection by the
selling Holders all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s
officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter,
attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration
statement and to conduct appropriate due diligence in connection therewith;


 






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(o) Reasonably
cooperate, and cause each of its principal executive officer, principal financial officer, principal accounting officer, and all other
officers and members of the management to fully cooperate in any offering of Registrable Securities hereunder, which cooperation shall
include, without limitation, assisting with the preparation of any registration statement or amendment thereto with respect to such offering
and all other offering materials and related documents, and participation in meetings with underwriters, attorneys, accountants and potential
stockholders;


 


(p) Otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders
an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities
Act or any successor rule thereto) no later than thirty (30) days after the end of the 12-month period beginning with the first day of
the Company’s first full fiscal quarter after the effective date of such registration statement, which earnings statement shall
cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information
on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule
thereto;


 


(q) Reasonably
cooperate with each Holder and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”),
and use its reasonable best efforts to make or cause to be made any filings required to be made by an issuer with FINRA in connection
with the filing of any registration statement;


 


(r) In
the event of any underwritten public offering of Registrable Securities, cause senior executive officers of the Company to participate
in customary “road show” presentations that may be reasonably requested by the managing underwriter in any such underwritten
offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling
efforts related thereto;


 


(s) Take
all reasonable action to ensure that any “free writing prospectus” (as defined in the Securities Act) utilized in connection
with any registration of Registrable Securities complies in all material respects with the Securities Act, is filed in accordance with
the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and,
when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and


 


(t) Take
all such other reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable
Securities.


 


2.5 Price
and Underwriting Discounts. In the case of an underwritten offering requested by Holders pursuant to Section 2.1, the price,
underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities shall be determined
by the participating Holders holding a majority of the Registrable Securities. In the case of any underwritten offering pursuant to Section 2.2,
such price, discount and other terms shall be determined by the Company, subject to the right of the Holders to withdraw their request
to participate in the registration pursuant to Section 2.2 after being advised of such price, discount and other terms.


 






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2.6 “Market Stand-Off”
Agreement. The Holders shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale with respect to, any Common Stock (or other securities of the Company)
held by the Holders (other than those included in the registration) for a period specified by the representatives of the managing underwriter
or underwriters of Common Stock (or other securities of the Company convertible into Common Stock) not to exceed five (5) days prior and
ninety (90) days following any Underwritten Takedown. Each of the Holders that is a director or officer of the Company or that owns more
than five percent (5%) of the Company’s Common Stock also shall execute and deliver any “lock-up” agreement reasonably
requested by the managing underwriter of such Underwritten Takedown, but only to the extent as is required generally of any executive
officers, directors or five percent (5%) or greater stockholder by such managing underwriter.


 


2.7 Indemnification.


 


(a) To
the extent permitted by law, the Company will indemnify and hold harmless each Holder, and each shareholder, member, limited or general
partner thereof, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each
of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person who controls (within
the meaning of Section 15 of the Securities Act) such Persons and each of their respective Representatives, and each underwriter, if any,
and each person or entity who controls within the meaning of Section 15 of the Securities Act any underwriter, against all reasonable
out-of-pocket expenses, claims, judgments, suits, costs, penalties, losses, damages and liabilities (or actions, proceedings or settlements
in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained
or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification
or the like) incident to any such registration, qualification or compliance, (ii) any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation
(or alleged violation) by the Company of the Securities Act, Exchange Act, any state securities laws or any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration,
qualification or compliance, and the Company will reimburse each Holder, and each shareholder, member, limited or general partner thereof,
each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective
Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person who controls such persons and each of their
respective Representatives, and each underwriter, if any, and each person or entity who controls any underwriter, for any legal and any
other expenses reasonably incurred in connection with investigating and defending or settling any such claim, judgment, suit, penalty,
loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim,
judgment, suit, penalty loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written
information furnished to the Company by such Holder, any of such Holder’s Representatives, any person or entity controlling such
Holder, such underwriter or any person or entity who controls any such underwriter, and stated to be specifically for use therein; provided,
further that, the indemnity agreement contained in this Section 2.7(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld). This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and
shall survive the transfer of such securities by such Holder.


 






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(b) To
the extent permitted by law, each selling Holder, severally and not jointly, will, if Registrable Securities held by such Holder are included
in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company,
each of its directors, officers, employees, partners, legal counsel and accountants and each underwriter, if any, of the Company’s
securities covered by such a registration statement, each person or entity who controls the Company or such underwriter within the meaning
of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors and partners, and each person
or entity controlling each other such Holder, and each of their respective Representatives, against all claims, judgments, penalties losses,
damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement)
of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related
registration statement, notification, or the like) incident to any such registration, qualification or compliance made in reliance upon
and in conformity with information furnished in writing by or on behalf of such selling Holder expressly for use in connection with such
registration, (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case made in reliance upon and in conformity with information furnished in writing by or on behalf of
such selling Holder expressly for use in connection with such registration, or (iii) any violation (or alleged violation) by the
Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Holder and relating to
action or inaction required of the Holder in connection with any offering covered by such registration, qualification or compliance, and
will reimburse the Company and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control
persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission (i) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the
Company by such Holder and stated to be specifically for use therein and (ii) has not been corrected in a subsequent writing prior to
or concurrently with the sale of the Registrable Securities to the person asserting the claim; provided, however, that the
obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities
(or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably
withheld); and provided that in no event shall any indemnity under this Section 2.7 exceed the net proceeds from the
offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.


 






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(c) Each
party entitled to indemnification under this Section 2.7 (the “Indemnified Party”) shall (i) give notice
to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought  (provided, that any delay or failure to so notify
the indemnifying party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is actually
and materially prejudiced by reason of such delay or failure), and (ii) permit the Indemnifying Party to assume the defense of such claim
or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld),
and the Indemnified Party may participate in such defense at such party’s expense unless (w) the Indemnifying Party has agreed
in writing to pay such fees or expenses, (x) the Indemnifying Party has failed to assume the defense of such claim within a reasonable
time after receipt of notice of such claim from the Indemnified Party hereunder and employ counsel reasonably satisfactory to the Indemnified
Party, (y) the Indemnified Party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available
to it or other indemnified parties that are different from or in addition to those available to the Indemnifying Party, or (z) in
the reasonable judgment of any such person (based upon advice of its counsel) a conflict of interest may exist between such person and
the Indemnifying Party with respect to such claims (in which case, if the person notifies the Indemnifying Party in writing that such
Person elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to
assume the defense of such claim on behalf of such person). No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as
an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.


 


(d) If
the indemnification provided for in this Section 2.7 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu
of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or
omission. No Holder will be required under this Section 2.7(d) to contribute any amount in excess of the net proceeds from
the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder. No person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation.


 






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The obligations of the Company
and Holders under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a registration
under this Section 2.7 and otherwise shall survive the termination of this Agreement until the expiration of the applicable
period of the statute of limitations.


 


2.8 Information
by Holder. Each Holder of Registrable Securities shall furnish to the Company such information regarding such Holder and the distribution
proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 2.


 


2.9 Rule 144
Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale
of the Restricted Securities to the public without registration, the Company agrees to:


 


(a) Make
and keep adequate current public information with respect to the Company available in accordance with Rule 144 under the Securities
Act;


 


(b) File
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act; and


 


(c) So
long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company
as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, or that it qualifies
as registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing
itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration. The Company further
covenants that it shall take such further action as any Holder may reasonably request to enable such Holder to sell from time to time
shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144, including providing at the Company’s expense any legal opinions.


 


2.10 No
Inconsistent Agreements.  The Company has not entered, as of the date hereof, nor shall the Company, on or after the date of
this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to
the Holders of Registrable Securities or otherwise conflict with the provisions hereof. Unless the Company receives the consent of each
of (i) the Holders holding a majority of the Registrable Securities issued to the Sponsor and (ii) the Holders holding a majority of the
Merger Shares that are Registrable Securities, the Company shall not enter into any agreement with respect to its securities, that would
have the effect of impairing the rights granted to the Holders of Registrable Securities or otherwise conflict with the provisions hereof.


 






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2.11 Transfer
or Assignment of Rights. 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. The rights granted to a Holder by the Company under this Section 2 may be transferred
or assigned (but only with all related obligations) by a Holder only to a transferee of Registrable Securities; provided, that
(x) such transfer or assignment of Registrable Securities is effected in accordance with applicable securities laws, (y) the Company
is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable
Securities with respect to which such rights are being transferred and (z) such transferee agrees in a written instrument delivered to
the Company to be bound by and subject to the terms and conditions of this Agreement.


 


2.12 Lock-up
Period.


 


(a) The
Sponsor agrees that it shall not Transfer Founder Shares (or shares of Common Stock issuable upon conversion thereof) held by the Sponsor
until the date that is the earlier of (1) the twelve month anniversary of the Closing, (2) 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 Merger and (3) 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. Each of Sponsor and Jefferies
agree that they shall not Transfer Private Placement Units (or any securities underlying the Private Placement Units, including the shares
of Common Stock and Private Placement Warrants included in the Private Placement Units and the shares of Common Stock issued or issuable
upon the exercise of the Private Placement Warrants), until 30 days after the Closing. This Section 2.12(a) shall supersede and replace
the transfer restrictions in the Letter Agreement, dated August 18, 2020, among the Company, Forum Capital Management III LLC and certain
directors and officers of the Company.


 


(b) The
Holders of Merger Shares agree that they shall not Transfer any of the Merger Shares held by the Holders until the date that is the six
month anniversary of the Closing; provided, that, each of the ELMS Founders and SERES agree that they shall not Transfer (i) any of the
Merger Shares held by them until the date that is the twelve month anniversary of the Closing and (ii) 50% of the Merger Shares held by
them until the date that is the 24 month anniversary of the Closing.


 


(c) Notwithstanding
the provisions set forth in Section 2.12(a) and Section 2.12(b), Transfers of the Founder Shares, Merger Shares and
shares of Common Stock issuable upon the conversion of the Founder Shares that are held by the Sponsor, any Holder of Merger Shares or
any of their permitted transferees (that have complied with this Section 2.12(c)), are permitted (a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members of the Sponsor,
any affiliate of the Sponsor or any member of the managing member of the Sponsor; (b) in the case of a Holder that is an entity, to the
equityholders of such Holder; (c) in the case of an individual, by gift to a member of such individual’s immediate family or to
a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; (d) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (e) in the
case of an individual, pursuant to a qualified domestic relations order; (f) by private sales or transfers made in connection with the
consummation of the Merger at prices no greater than the price at which the securities were originally purchased; (g) in the event of
the Company’s liquidation prior to the completion of the Merger; (h) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; or (i) in the event of the Company’s liquidation, merger, capital
stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right
to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s completion of the Merger;
provided, however, that in the case of clauses (a) through (f) or (h), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions herein.


 






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2.13 Distributions;
Direct Ownership.


 


(a) In
the event that the Sponsor distributes all of its Registrable Securities to its members, including to the members of the managing member
of the Sponsor, the members of the Sponsor or members of the managing member of the Sponsor, shall be treated as the Sponsor under this
Agreement; provided that such members of the Sponsor or members of the managing member of the Sponsor, taken as a whole, shall
not be entitled to rights in excess of those conferred on the Sponsor, as if the Sponsor remained a single entity party to this Agreement.


 


(b) Notwithstanding
anything to the contrary contained herein, in the event that the members of the Sponsor or members of the managing member of the Sponsor
hold any Registrable Securities directly, the members of the Sponsor or members of the managing member of the Sponsor shall be treated
as the Sponsor under this Agreement; provided that the members of the Sponsor or members of the managing member of the Sponsor, taken
as a whole, shall not be entitled to rights in excess of those conferred on the Sponsor, as if the Sponsor remained a single entity party
to this Agreement.


 


(c) In
the event that an Investor that holds Merger Shares distributes all of its Registrable Securities to its members, such distributees shall
be treated as an Investor under this Agreement; provided that such distributees, taken as a whole, shall not be entitled to rights in
excess of those conferred on an Investor, as if such Investor remained a single party to this Agreement.


 


(d) To
the extent that a distribution for purposes of this Section 2.13 occurs prior to the conclusion of any applicable lock-up period pursuant
to Section 2.12 applicable to the Sponsor or an Investor, distributees shall be be treated as the Sponsor or Investor, as the case may
be, and be subject to any remaining period of the lock-up period applicable to the Sponsor or Investor, as the case may be.


 


SECTION
3


Miscellaneous


 


3.1 Amendment.
Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated other
than by a written instrument referencing this Agreement and signed by (i) the Company, (ii) the Holders holding a majority of the Registrable
Securities issued to the Sponsor and (iii) the Holders holding a majority of the Merger Shares that are Registrable Securities; provided,
however, that if any amendment, waiver, discharge, or termination operates in a manner that treats any Holder different from other
Holders, the consent of such Holder shall also be required for such amendment, waiver, discharge, or termination. Persons who become assignees
or other transferees of Registrable Securities in accordance with this Agreement after the date of this Agreement may become parties hereto,
by executing a counterpart of this Agreement without any amendment of this Agreement pursuant to this paragraph or any consent or approval
of any other Holder. Any amendment, waiver, discharge, or termination effected in accordance with this paragraph shall be binding upon
each Holder and each future holder of all such securities of such Holder.


 






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3.2 Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service at the following addresses:


 


(a) if
to an Investor, to such Investor’s address or electronic mail address as shown on Exhibit A, as may be updated in accordance
with the provisions hereof.


 


(b) if
to any Holder other than an Investor, to such address or electronic mail address as shown in the Company’s records, or, until any
such Holder so furnishes an address or electronic mail address to the Company, then to the address or electronic mail address of the last
holder of such shares for which the Company has contact information in its records; or


 


(c) If
to the Company:


 


Forum Merger III Corporation


1615 South Congress Avenue


Suite 103


Delray Beach, FL 33445


Attention: Marshall Kiev


   David Boris


Email: mk@mkcapitalpartners.com


david@forummerger.com


 


Each such notice or other communication shall
for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service,
when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery,
one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five (5) days after the same
has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid,
or (iii) if via electronic mail (to a Holder only), on the date of transmission.


 


3.3 Governing
Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered
into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.


 






    22


     


    

 


3.4 Successors
and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns,
heirs, executors and administrators of the parties hereto.


 


3.5 Entire
Agreement. This Agreement, the Merger Agreement, and the exhibits and schedules hereto and thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other
party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically
set forth herein.


 


3.6 Delays
or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party
to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such
non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of
any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.


 


3.7 Remedies.
Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby
agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.


 


3.8 Severability.
If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions
of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will
replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the
extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement
shall be enforceable in accordance with its terms.


 


3.9 Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided,
refer to sections and paragraphs hereof and exhibits attached hereto.


 


3.10 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such
counterparts, and all of which together shall constitute one instrument.


 






    23


     


    

 


3.11 Electronic
Execution and Delivery. A facsimile, portable document format (“.PDF”) or other reproduction of this Agreement may be
executed by one or more parties hereto and delivered by such party by facsimile, .PDF, or any similar electronic transmission device pursuant
to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective
for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as
well as any facsimile, .PDF, or other reproduction hereof.


 


3.12 Further
Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership
or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to
more fully effectuate this Agreement.


 


3.13 Attorneys’
Fees. If any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be
entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.


 


3.14 Aggregation
of Stock. All securities held or acquired by affiliated entities of or persons shall be aggregated together for purposes of determining
the availability of any rights under this Agreement.


 


3.15 Waiver of
Jury Trial; Consent to Jurisdiction. Any judicial proceeding brought with respect to this Agreement must be brought in
any court of competent jurisdiction in the State of Delaware, and, by execution and delivery of this Agreement, each party (a)
accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this Agreement; and (b) irrevocably waives any objection it
may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an
inconvenient forum. Nothing in this Section, however, shall affect the right of any party to serve legal process in any other manner
permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive
and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
(WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.


 


[Signature page follows.]


 




    24


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Amended and Restated Registration Rights Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	FORUM MERGER III CORPORATION
	 	 
	 	By:	/s/ David Boris
	 	 	Name:  	David Boris
	 	 	Title:	Co-Chief Executive Officer and 

Chief Financial Officer


 


[Company Signature Page to Registration Rights
Agreement]


 




     


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Amended and Restated Registration Rights Agreement as of the date first above written.


 


	 	INVESTORS:
	 	 
	 	FORUM INVESTORS III LLC
	 	 
	 	By:	/s/ David Boris
	 	 	Name:   	David Boris
	 	 	Title: 	Managing Member
	 	 	 	 
	 	/s/ David Boris
	 	David Boris
	 	 
	 	/s/ Neil Goldber
	 	Neil Goldberg
	 	 
	 	/s/ Richard Katzman
	 	Richard Katzman
	 	 
	 	/s/ Steven Berns
	 	Steven Berns
	 	 
	 	/s/ Jeffrey Nachbor
	 	Jeffrey Nachbor
	 	 
	 	Jefferies LLC
	 	 
	 	By:	/s/ Tina Pappas
	 	 	Name:	Tina Pappas
	 	 	Title:	Managing Director



 


[Investor Signature Page to Registration Rights
Agreement]


 






     


     


    

 


	 	456 Investments, LLC
	 	 
	 	By:	/s/ Benjamin Wu
	 	 	Name: 	Benjamin Wu
	 	 	Title: 	Member 
	 	 	 	 
	 	Luo Pan Investment II, LLC
	 	 	 	 
	 	By:	/s/ Jason Luo
	 	 	Name:	Jason Luo
	 	 	Title:	Member
	 	 	 	 
	 	The JET Group, LLC
	 	 	 	 
	 	By:	/s/ James E. Taylor
	 	 	Name:	James E. Taylor
	 	 	Title:	CEO
	 	 
	 	Barry S. Volpert Roth IRA
	 	 
	 	By:	/s/ Barbara A. McCarthy
	 	 	Name:	Barbara A. McCarthy
	 	 	Title:	Sr.Vice President of Northern Trust Company
	 	 
	 	The CGV Bunny Trust
	 	 
	 	By:	/s/ Thomas S. Murphy, Jr.
	 	 	Name:	Thomas S. Murphy, Jr.
	 	 	Title:	Trustee
	 	 	 	 
	 	New Era Capital EV, LLC
	 	 	 	 
	 	By:	/s/ Joe Lukens
	 	 	Name:	 Joe Lukens
	 	 	Title:	Manager
	 	 	 	 
	 	AJ Capital Investment, LLC
	 	 
	 	By:	/s/ Jason Luo
	 	 	Name:	Jason Luo
	 	 	Title:	Member 
	 	 	 	 
	 	Partners Capital Kestrel Fund, LP – Series B
	 	 	 	 
	 	By:	/s/ Steve Kaplan
	 	 	Name: 	Steve Kaplan
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	SF Motors, Inc. DBA SERES
	 	 
	 	By:	/s/ Yu Zheng
	 	 	Name:	Yu Zheng
	 	 	Title:	Secretary of the Corporation


 


[Investor Signature Page to Registration Rights
Agreement]


 




     


     


    

 


EXHIBIT A


 


INVESTORS


 


	Name	 	Address or Email for Notices
	 	 	 
	Forum Investors III LLC	 	 
	 	 	 
	
    Jefferies LLC
	 	
	 	 	 
	456 Investments, LLC	 	 
	 	 	 
	Luo Pan Investment II, LLC	 	 
	 	 	 
	The JET Group, LLC	 	 
	 	 	 
	Barry S. Volpert Roth IRA	 	 
	 	 	 
	The CGV Bunny Trust	 	 
	 	 	 
	New Era Capital EV, LLC	 	 
	 	 	 
	AJ Capital Investment, LLC	 	 
	 	 	 
	Partners Capital Kestrel Fund, LP – Series B	 	 
	 	 	 
	David Boris	 	 
	 	 	 
	Neil Goldberg	 	 
	 	 	 
	Richard Katzman	 	 
	 	 	 
	Steven Berns	 	 
	 	 	 
	Jeffrey Nachbor	 	 
	 	 	 
	SF Motors, Inc. DBA SERES	 	 


 


 


A - 1