Exhibit 10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 8, 2021, is made and entered into by and
among Global SPAC Partners Co., a Cayman Islands exempted company (the “Company”), Global SPAC Sponsors LLC,
a Delaware limited liability company (the “Sponsor”), I-Bankers Securities, Inc. (“I-Bankers”)
and the other undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, I-Bankers 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 Sponsor and certain directors of the Company currently own an aggregate of 4,600,000 Class B Ordinary Shares (the “Class
B Ordinary Shares”) (the “Founder Shares”);


 


WHEREAS, occurring
simultaneously with the closing of the Company’s initial public offering, the Company will issue to I-Bankers 100,000 Class B Ordinary
Shares (the “Representative’s Shares”);


 


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


 


WHEREAS,
the Sponsor has entered into a placement unit subscription agreement with the Company (the “Placement Unit Subscription Agreement”),
pursuant to which it agreed to purchase 515,000 units (or 563,000 units if the underwriters’ over-allotment option is exercised
in full) of the Company (each, a “Placement Unit” and collectively, the “Placement Units”),
each Placement Unit consisting of (i) one subunit (each, a “Placement Subunit” and collectively, the “Placement
Subunits”) consisting of one Ordinary Share (each, a “Placement Share” and collectively, the
“Placement Shares”) and one-quarter of one warrant to purchase one Ordinary Share (each, a “Placement
Warrant” and collectively, the “Placement Warrants”) and (ii) one-half of one Placement Warrant,
in a private placement transaction (the “Private Placement”) occurring simultaneously with the closing of the
Company’s initial public offering; and


 


WHEREAS,
the Representative has entered into a placement unit subscription agreement with the Company, pursuant to which it has agreed to purchase
160,000 Placement Units (or 184,000 Placement Units if the underwriters’ over-allotment option is exercised in full) of the Company,


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended Business Combination (as defined below), the
Sponsor or an affiliate of the Sponsor, the Company’s management team or their affiliates may loan to the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into units, each unit consisting of one subunit (consisting
of one Ordinary Share and one-quarter of one warrant to purchase one Ordinary Share) and one-half of one warrant to purchase one Ordinary
Share (“Working Capital Units”) at a price of $10.00 per unit; and


 


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


 


NOW, THEREFORE,
in consideration of the 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 Board or the Chairman, Chief Executive Officer or principal financial officer of the Company (i) would be required to be
made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case
of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would
not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide
business purpose for not making such information public.


 


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


 


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


 


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


 


“Business
Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions
are generally authorized or required by law or regulation to close in the City of New York, State of New York.


 


“Class
B Ordinary Shares” shall have the meaning given in the Recitals.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


“Form S-3”
shall have the meaning given in subsection 2.3.


 


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


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A)
six months after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x)
if the last sale price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share sub-division, stock capitalization,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the consummation of the
Company’s initial Business Combination or (y) or earlier, in any case, if, following the initial Business Combination, the Company
completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


  


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


 






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“I-Bankers”
shall have the meaning given in the Preamble.


 


“Insider
Letter” shall mean that certain letter agreement, dated as of April 8, 2021, by and among the Company, the Sponsor
and each of the Company’s officers, directors and director nominees.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 


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


 


“Ordinary
Shares” shall have the meaning given in the Recitals.


 


“Permitted
Transferees” shall mean a 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 or Private Placement Lock-up Period, as the
case may be, under the Insider Letter, this Agreement, and any other applicable agreement between such Holder and the Company, and to
any transferee thereafter.


 


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


 


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


 


“Placement
Subunit” or “Placement Subunits” shall have the meaning given in the Recitals hereto.


 


“Placement
Unit” or “Placement Units” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


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


 


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


 


“Registrable
Security” shall mean (a) the Founder Shares, (b) the Representative Shares, (c) the Ordinary Shares issued or issuable
upon the conversion of any Founder Shares and Representative Shares, (d) the Placement Units (and underlying securities), (e) the
Working Capital Units (and underlying securities), if any, and (f) any other equity security of the Company issued or issuable with
respect to any such Ordinary Shares by way of a share dividend or share split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security,
such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act, at the earlier of (A) one year following the date the Registration Statement is
declared effective or (B) the date that such securities shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement; (ii) such securities may otherwise be 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; (iii) such securities shall have ceased to be outstanding; (iv) 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 (v) such securities have
been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 






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


 


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


 


(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 Ordinary Shares are 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.


 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Working
Capital Units” shall have the meaning given in the Recital hereto.


 






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ARTICLE II


REGISTRATIONS


 


2.1 Demand
Registration.


 


2.1.1 Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at
any time and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority
in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written
demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe
the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written
demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt
of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable
Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant
to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration,
a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the
receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting
Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration
pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days
immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by
the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated
to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with
respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for
such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”)
has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form S-1Registration have been sold, in accordance with Section 3.1 of this Agreement.
Notwithstanding the provisions set forth herein, the right to a Demand Registration set forth under this Section 2.1.1 with
respect to the Registrable Securities held by I-Bankers may only be exercised one (1) time and shall terminate on the fifth anniversary
of the effective date of the Company’s Form S-1 Registration Statement (file no. 333-249465) (the “Effective Date”).


 


2.1.2 Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; and provided, further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has
been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if
a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the
offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then
the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be
conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s
Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their
Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an
underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by
the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 






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2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire
to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder
and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of
Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights
to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of
Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the
Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can
be sold without exceeding the Maximum Number of Securities.


 


2.1.5 Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of
the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw
from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for up to $100,000 of the Registration Expenses
incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2 Piggyback
Registration.


 


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


 






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2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the
Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons
or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration
has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds
the Maximum Number of Securities, then:


 


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


 


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


 


2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for
any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its
intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for up to $100,000 of the Registration Expenses incurred in connection
with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 






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2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof; provided,
however, that the rights to demand a Piggyback Registration under this Section 2.2 shall terminate on the second anniversary
of the consummation of the Business Combination.


 


2.3 Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the
Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register
the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement
that may be available at such time (“Form S-3”); provided, however, that the Company
shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt
of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall
promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt
by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than thirty (30) days after the Company’s
initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion
of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or
Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant
to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the
Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such
Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public
of less than $10,000,000. The rights to demand Registration on Form S-3 under this Section 2.3 shall terminate
on the third anniversary of the Business Combination.


 


 


2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts
to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the
good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result
that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to
such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously
detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer
the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more
than thirty (30) days.


 


ARTICLE III


COMPANY
PROCEDURES


 


3.1 General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect
the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of
such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as
expeditiously as possible:


 


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


 






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


 


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


 


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


 


3.1.5
use commercially reasonable efforts to 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, furnish
a copy thereof to each seller of such Registrable Securities or its counsel. The Company shall not include the name of any Holder or
any information regarding any Holder 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 and providing each such Holder a reasonable amount of time to review
and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;


 


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;


 






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3.1.10
permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters,
if any, and any attorney or accountant retained by such Holders, or Underwriter to participate, at each such person’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representative, or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information;


 


3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered
by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of
the participating Holders;


 


3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being
given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


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


 


3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any successor rule promulgated thereafter by the Commission), and which requirement will be deemed to be satisfied if the Company
timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158
under the Securities Act;


 


3.1.15
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 


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


 


3.2 Registration
Expenses. Up to $100,000 of the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the
Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


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


 






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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 no more than 180 days. 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. 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 Ordinary Shares 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.


  


ARTICLE IV


INDEMNIFICATION
AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and
each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same
are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company
shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of
the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, 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.


 






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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 for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,
without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


 


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


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault
of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made
by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received
by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other
liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above,
any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The
parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred
to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not
guilty of such fraudulent misrepresentation.


 






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ARTICLE V


MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time
as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused
by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 2093 Philadelphia
Pike #1968, Claymont, DE 19703, 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.


 


5.2 Assignment;
No Third Party Beneficiaries.


 


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


 


 


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


 


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.


 






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5.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be
waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that
notwithstanding the foregoing, (a) any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as
a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require
the consent of the Holder so affected and (b) any amendment hereto or waiver hereof that adversely affects the right of I-Bankers shall
require the consent of such entity. No course of dealing between any Holder or the Company and any other party hereto or any failure
or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of
any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by
a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6 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
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 upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date
as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to
the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner
of sale. The provisions of Section 3.5 and Article IV shall survive any termination.


 


[SIGNATURE
PAGES FOLLOW]


 






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


 


	 	COMPANY:
	 	 
	 	GLOBAL SPAC PARTNERS CO.,

    a Cayman Islands exempted company
	 	 	 
	 	By:	/s/
Bryant B. Edwards
	 	 	Name: Bryant B. Edwards
	 	 	Title: Chief Executive
    Officer
	 	 
	 	GLOBAL SPAC SPONSORS LLC,
	 	 	 
	 	By:	/s/
Bryant B. Edwards
	 	 	Name: Bryant B. Edwards
	 	 	Title: Sole Manager
	 	 	 
	 	I-BANKERS SECURITIES, INC.,
	 	 	 
	 	By:	/s/
Shelley Leonard
	 	 	Name: Shelley Leonard
	 	 	Title: Vice President


 


[Signature
Page to Registration Rights Agreement]


 


 


15