Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made as of [●], 2022, by and among (i) Surf Air Mobility Inc., a Delaware corporation (“Pubco”),
(ii) each of the Persons listed on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof,
and (iii) each of the other Persons set forth from time to time on the Schedule of Holders who, at any time, own securities of Pubco and
enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) and (iii)
a “Holder” and, collectively, the “Holders”). Unless otherwise provided in this Agreement, capitalized
terms used herein shall have the meanings set forth in Section 12 hereof.


 


WHEREAS, Tuscan, Pubco, Surf
Air Global Limited, a company formed under the laws of the British Virgin Islands (the “Company”), THCA Merger Sub
Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub I”), and SAGL Merger Sub Limited, a
BVI business company formed under the laws of the British Virgin Islands and wholly-owned subsidiary of Pubco (“Merger Sub II”)
have entered into that certain Business Combination Agreement, dated as of May 17, 2022 (as amended or supplemented from time to time,
the “BCA”), pursuant to which, among other things, Tuscan, Company, Merger Sub I and Merger Sub II shall enter into
a business combination;


 


WHEREAS, Tuscan Holdings Corp.
II (“Tuscan”), Tuscan Holdings Acquisition II, LLC (the “Sponsor”) and certain of the other Holders
are parties to that certain Registration Rights Agreement, dated as of July 11, 2019 (the “Original Agreement”);


 


WHEREAS, the Sponsor currently
holds an aggregate of 4,312,500 shares of Common Stock issued or issuable under the BCA in exchange for shares of common stock of Tuscan
sold prior to Tuscan’s initial public offering (collectively, the “Founder Shares”);


 


WHEREAS, certain of the other
Holders currently hold an aggregate of 187,500 shares of Common Stock issued or issuable under the BCA in exchange for shares of common
stock of Tuscan sold prior to Tuscan’s initial public offering (collectively, the “Representative Shares”);


 


WHEREAS, the Sponsor and certain
of the other Holders currently hold an aggregate of (A) 215,000 shares of Common Stock (the “Private Unit Shares”)
and 112,500 Warrants (the “Private Unit Warrants”), issued or issuable under the BCA in exchange for units of Tuscan
sold in a private placement concurrently with Tuscan’s initial public offering, and (B) 2,150,000 Warrants issued or issuable under
the BCA in exchange for warrants of Tuscan sold in a private placement concurrently with Tuscan’s initial public offering (the “Private
Placement Warrants”);


 


WHEREAS, the Sponsor currently
holds an aggregate of (A) [●] shares of Common Stock (the “Working Capital Unit Shares”) and [●] Warrants
(the “Working Capital Unit Warrants”), issued or issuable under the BCA in exchange for units of Tuscan issued upon
conversion of working capital loans made by the Sponsor to Tuscan, and (B) [●] Warrants issued or issuable upon the BCA in exchange
for warrants of Tuscan issued upon conversion of working capital loans made by the Sponsor to Tuscan (the “Working Capital Warrants”);
and


 


WHEREAS, each of the parties
to the Original Agreement desire to terminate the Original Agreement and to provide for the terms and conditions included herein and to
include the recipients of the other Registrable Securities identified herein.


 






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NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby agree as follows:


 


1.
Resale Shelf Registration Rights.


 


(a)
Registration Statement Covering Resale of Registrable Securities. Pubco shall use commercially reasonable efforts to prepare
and file or cause to be prepared and filed with the Commission, no later than thirty (45) days following Closing (as defined in the BCA)
(the “Filing Deadline”), a Registration Statement for an offering to be made on a delayed or continuous basis pursuant
to Rule 415 of the Securities Act registering the resale from time to time by the Holders of all of the Registrable Securities held by
the Holders (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3
(“Form S-3”) or, if Form S-3 is not then available to Pubco, on Form S-1 or such other appropriate form permitting
Registration of such Registrable Securities for resale by such Holders. Pubco shall use commercially reasonable efforts to cause the Resale
Shelf Registration Statement to be declared effective as soon as practicable after filing. Once effective, Pubco shall use reasonable
best efforts to keep the Resale Shelf Registration Statement continuously effective and shall cause the Resale Shelf Registration Statement
to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to
ensure that another Registration Statement is available, under the Securities Act at all times until such date as all Registrable Securities
covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set
forth in such Registration Statement or such securities have been withdrawn (the “Effectiveness Period”). The Resale
Shelf Registration Statement shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant
to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect), to the extent available,
at any time beginning on the effective date for such Registration Statement (subject to lock-up restrictions provided in this Agreement),
and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to,
and requested by, the Holders.


 


(b)
Notification and Distribution of Materials. Pubco shall notify the Holders in writing of the effectiveness of the Resale
Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration
Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement
(including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all
related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other
documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described
in the Resale Shelf Registration Statement.


 






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(c)
Amendments and Supplements. Subject to the provisions of Section 1(a) above, Pubco shall promptly prepare and file
with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in
connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of
the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period. Any Resale Shelf
Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the 1933 Act) if the
Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the 1933 Act) at the most recent applicable eligibility
determination date, and shall be on Form S-3 to the extent that the Company is eligible to use such form. If any Resale Shelf Registration
Statement filed pursuant to Section 1(a) is filed on Form S-3 and thereafter Pubco becomes ineligible to use Form S-3 for sales
by the Holders of the Registrable Securities, Pubco shall promptly notify the Holders of such ineligibility and shall file a shelf registration
on Form S-1 or other appropriate form as promptly as practicable to replace the shelf registration statement on Form S-3 and use its reasonable
best efforts to have such replacement Resale Shelf Registration Statement declared effective as promptly as practicable and to cause such
replacement Resale Shelf Registration Statement to remain effective, and shall cause the Resale Shelf Registration Statement to be supplemented
and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another
Resale Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such
Registrable Securities have ceased to be Registrable Securities. Notwithstanding anything herein to the contrary, at any time Pubco becomes
(or once again becomes) eligible to use Form S-3, Pubco promptly shall use commercially reasonable efforts to cause the Resale Shelf Registration
Statement (or such replacement Resale Shelf Registration Statement) to be amended, or promptly shall file a new Resale Shelf Registration
Statement (or new replacement Resale Shelf Registration Statement), such that the Resale Shelf Registration Statement is on (or once again
on) Form S-3.


 


(d)
Notwithstanding the registration obligations set forth in this Section 1, in the event the Commission informs Pubco that
all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering
on a single registration statement, Pubco agrees to promptly (i) inform each of the holders thereof and shall file amendments to the Resale
Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new
registration statement (a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to Pubco
for such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering;
provided, however, that prior to filing such amendment or New Registration Statement, Pubco shall advocate with the Commission for the
registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements
or requests of the Commission staff (the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if
any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration
Statement as a secondary offering (and notwithstanding that Pubco used diligent efforts to advocate with the Commission for the registration
of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities,
the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the
total number of Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders must be
reduced first based on the number of Registrable Securities held by such Holders. In the event Pubco amends the Resale Shelf Registration
Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, Pubco shall file with the Commission,
as promptly as allowed by Commission or SEC Guidance provided to Pubco or to registrants of securities in general, one or more registration
statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale
on the Resale Shelf Registration Statement, as amended, or the New Registration Statement. The provisions of this Section 1 shall apply,
mutatis mutandis, to such additional registration statements.


 






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(e)
Registrations effected pursuant to this Section 1 shall not be counted as Demand Registrations effected pursuant to Section
2.


 


2.
Demand Registrations.


 


(a)
Requests for Registration. Subject to the terms and conditions of this Agreement, at any time and from time to time from
the date that is 270 days following the date of this Agreement, the holders of Registrable Securities may request registration under the
Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement or, if
available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration
statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”),
if available to Pubco in accordance with Section 2(b) below (such holders being referred to herein as the “Initiating
Holders” and all registrations requested by the Initiating Holders being referred to herein as “Demand Registrations”).
Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the
intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such
requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall
include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other
registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written
requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities
agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the
information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information
contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the
terms of this Agreement. Notwithstanding this Section 2(a), the Holders shall not be entitled to a a Demand Registration, and instead
shall conduct a takedown offering (as defined below), if at the time of such demand, a Resale Shelf Registration (as defined below) covering
all the Registrable Securities subject to such demand is effective.


 


(b)
Number of Demand Registrations. The Holders holding a majority of the Registrable Securities may request two (2) Demand
Registrations in which Pubco shall pay all Registration Expenses whether or not any such Demand Registration has become effective; provided
that, Pubco shall not be obligated to effect, or to take any action to effect, any Demand Registration unless the aggregate market price
of the Registrable Securities requested to be registered in such Demand Registration exceeds $20 million at the time of request. A registration
shall not count as a Demand Registration until it has become effective and unless the holders of Registrable Securities are able to register
and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall
pay all Registration Expenses in connection with any registration initiated as a Demand Registration whether or not it has become effective
and whether or not such registration has counted as one of the permitted Demand Registrations hereunder.


 






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(c)
Shelf Takedowns. At any time when a Resale Shelf Registration Statement and/or New Registration Statement that covers the
sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an
underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”), is effective and
its use has not been otherwise suspended by Pubco in accordance with the terms of Section 2(e) below, upon a written demand (a
“Takedown Demand”) by any Holder that is, in either case, a Shelf Participant holding Registrable Securities at such
time (the “Initiating Holder”), Pubco will facilitate in the manner described in this Agreement a “takedown”
of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”); provided that Pubco will provide
in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand
to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with any marketed
underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion
of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than three (3) Business Days following
the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their
Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities
that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall
not disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information
contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the
terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, Pubco shall be responsible for the Registration Expenses
incurred in connection with a takedown offering prior to its withdrawal.


 


(d)
Priority on Demand Registrations and Takedown Offerings. Pubco shall not include in any Demand Registration that is an underwritten
offering any securities that are not Registrable Securities without the prior written consent of the managing underwriters and the holders
of a majority of the Registrable Securities then outstanding. If a Demand Registration or a takedown offering is an underwritten offering
and the managing underwriters advise Pubco in writing that in their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any,
which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable
Securities held by Initiating Holders, Pubco shall include in such offering prior to the inclusion of any securities which are not Registrable
Securities the maximum number of Registrable Securities requested to be included in such registration (if necessary, allocated pro rata
among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder).


 


(e)
Restrictions on Demand Registrations and Takedown Offerings. Any demand for the filing of a registration statement or for
a registered offering (including a takedown offering) hereunder will be subject to the constraints of any applicable lock-up arrangements,
and any such demand must be deferred until such lock-up arrangements no longer apply.


 


(i)
Pubco shall not be obligated to effect any Demand Registration within 30 days prior to Pubco’s good faith estimate of the
date of filing of an underwritten public offering of Pubco’s securities and for such a period of time after such a filing as the
managing underwriters request, provided that such period shall not exceed 90 days from the effective date of any such underwritten public
offering. Pubco may postpone, for up to 60 days from the date of the request (the “Suspension Period”), the filing
or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of any Resale
Shelf Registration (and therefore suspend sales of the Registrable Securities included therein) (other than with respect to ordinary brokerage
transactions in Pubco’s principal trading market pursuant to the Resale Shelf Registration Statement)by providing written notice
to the holders of Registrable Securities if the board of directors of Pubco reasonably determines in good faith that the offer or sale
of Registrable Securities would be expected to have a material adverse effect on or materially interfere with any proposal or plan by
Pubco or any subsidiary thereof to engage in any material acquisition or disposition of assets or stock (other than in the ordinary course
of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or similar transaction or would require
Pubco to disclose any material nonpublic information which would reasonably be likely to be detrimental to Pubco and its subsidiaries;
provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration or Takedown Demand shall
be entitled to withdraw such request. Pubco may delay or suspend the effectiveness of a Demand Registration or takedown offering pursuant
to this Section 2(e)(i) only twice in any consecutive twelve-month period; provided that, for the avoidance of doubt, Pubco may
in any event delay or suspend the effectiveness of any Demand Registration or takedown offering in the case of an event described under
Section 5(g) to enable it to comply with its obligations set forth in Section 5(g). Pubco may extend the Suspension Period
pursuant to this Section 2(e)(i) for an additional consecutive 30 days with the consent of the Applicable Approving Party; provided
further that under no circumstances shall the aggregate Suspension Periods pursuant to this Section 2(e)(i) during any consecutive
twelve-month period exceed 90 days.


 






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(ii)  In
the case of an event that causes Pubco to suspend the use of any Resale Shelf Registration as set forth in Section 2(e)(i) or
pursuant to Section 5(g) (a “Suspension Event”), Pubco shall give a notice to the holders of Registrable
Securities registered pursuant to such Shelf Registration (a “Suspension Notice”) to suspend sales of the
Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only
for so long as the Suspension Event or its effect is continuing. A holder of Registrable Securities shall not effect any sales of
the Registrable Securities pursuant to such Resale Shelf Registration (or such filings) at any time after it has received a
Suspension Notice from Pubco and prior to receipt of an End of Suspension Notice (as defined below). Each holder of Registrable
Securities agrees that such holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use
the information contained in such Suspension Notice without the prior written consent of Pubco until such time as the information
contained therein is or becomes available to the public generally, other than as a result of disclosure by such holder in breach of
the terms of this Agreement. The holders of Registrable Securities may recommence effecting sales of the Registrable Securities
pursuant to the Resale Shelf Registration (or such filings) following further written notice to such effect (an “End of
Suspension Notice”) from Pubco, which End of Suspension Notice shall be given by Pubco to the holders of Registrable
Securities and to such holders’ counsel, if any, promptly following the conclusion of any Suspension Event (it being
understood that, in the case of a Suspension Event pursuant to Section 2(e)(i), such Suspension Event shall automatically end, with
or without actual delivery of an End of Suspension Notice, and an End Suspension Notice shall be deemed to have been delivered, if
the Suspension Period thereof pursuant to such Section 2(e)(i) shall have expired).


 


(iii)  Notwithstanding
any provision herein to the contrary, if Pubco shall give a Suspension Notice with respect to any Resale Shelf Registration pursuant
to this Section 2(e), Pubco agrees that it shall extend the period of time during which such Resale Shelf Registration shall
be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the holders
of the Suspension Notice to and including the date of receipt by the holders of the End of Suspension Notice and provide copies of
the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period
of time shall not be extended beyond the date that Common Stock covered by such Resale Shelf Registration are no longer Registrable
Securities.


 


(f) Selection of
Underwriters. In connection with any Demand Registration, the Applicable Approving Party shall have the right to select the
investment banker(s) and manager(s) to administer the offering; provided that such selection shall be subject to the written consent
of Pubco, which consent will not be unreasonably withheld, conditioned or delayed. If any takedown offering is an underwritten
offering, the Applicable Approving Party shall have the right to select the investment banker(s) and manager(s) to administer such
takedown offering. In each case, the Applicable Approving Party shall have the right to approve the underwriting arrangements with
such investment banker(s) and manager(s) on behalf of all holders of Registrable Securities participating in such offering. All
Holders proposing to distribute their securities through underwriting shall (together with Pubco) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for such underwriting.


 


(g) Other Registration
Rights. Pubco represents and warrants to each holder of Registrable Securities that the registration rights granted in this
Agreement do not conflict with any other registration rights granted by Pubco. Except as provided in this Agreement, Pubco shall not
grant to any Persons the right to request Pubco to register any equity securities of Pubco, or any securities, options or rights
convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority
of the Registrable Securities then outstanding.


 


(h) Revocation of
Demand Notice or Takedown Notice. At any time prior to the effective date of the registration statement relating to a Demand
Registration or the “pricing” of any offering relating to a Takedown Demand, the holders of a majority of the
Registrable Securities or the Initiating Holder(s), as applicable, that requested such Demand Registration or takedown offering may
revoke such request for a Demand Registration or takedown offering on behalf of all holders of Registrable Securities participating
in such Demand Registration or takedown offering without liability to such holders of Registrable Securities, in each case by
providing written notice to Pubco.


 






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3.
Piggyback Registrations.


 


(a)
Right to Piggyback. Whenever Pubco proposes to register any of its securities under the Securities Act (other than (i) pursuant
to the Resale Shelf Registration Statement, (ii) pursuant to a Demand Registration, (iii) pursuant to a Takedown Demand, (iv) in connection
with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (v) a registration relating solely to employment
benefit plans, or (vi) in connection with a registration the primary purpose of which is to register debt securities) and the registration
form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Pubco shall
give prompt written notice to all holders of Registrable Securities of its intention to effect such a Piggyback Registration and, subject
to the terms of Sections 3(c) and 3(d) hereof, shall include in such Piggyback Registration (and in all related registrations
or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable
Securities with respect to which Pubco has received written requests for inclusion therein within 10 business days after the delivery
of Pubco’s notice; provided that any such other holder may withdraw its request for inclusion at any time prior to executing the
underwriting agreement or, if none, prior to the applicable registration statement becoming effective.


 


(b)
Piggyback Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by Pubco in all Piggyback
Registrations, whether or not any such registration became effective.


 


(c)
Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of Pubco,
and the managing underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such
registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed
offering price, timing or method of distribution of the offering, Pubco shall include in such registration (i) first, the securities Pubco
proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Holders which, in the opinion
of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis
of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such
registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.


 


(d)
Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of
holders of Pubco’s securities other than holders of Registrable Securities, and the managing underwriters advise Pubco in writing
that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can
be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the
offering, Pubco shall include in such registration (i) first, the securities requested to be included therein by the holders initially
requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration by the Holders which,
in the opinion of such underwriters, can be sold, without any such adverse effect (pm rata among the holders of such Registrable Securities
on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included
in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.


 


(e)
Other Registrations. If Pubco has previously filed a registration statement with respect to Registrable Securities pursuant
to Section 2 or pursuant to this Section 3, and if such previous registration has not been withdrawn or abandoned, then
Pubco shall not be required to file or cause to be effected any other registration of any of its equity securities or securities convertible
or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form) at the
request of any holder or holders of such securities until a period of at least 90 days has elapsed from the effective date of such previous
registration.


 






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(f)  
Right to Terminate Registration. Pubco shall have the right to terminate or withdraw any registration initiated by it under
this Section 3 whether or not any holder of Registrable Securities has elected to include securities in such registration. The
Registration Expenses of such withdrawn registration shall be borne by Pubco in accordance with Section 7.


 


4. Agreements of
Holders. The holders of Registrable Securities shall use reasonable best efforts to provide such information as may reasonably
be requested by Pubco, or the managing underwriter, if any, in connection with the preparation of any Registration Statement,
including amendments and supplements thereto, in order to effect the Registration Statement, including amendments and supplements
thereto, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to Section 3 and in
connection with Pubco’s obligation to comply with federal and applicable state securities laws.


 


5. Registration
Procedures. In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever
the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement or
have initiated a takedown offering, Pubco shall use its reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto Pubco shall as
expeditiously as reasonably practicable:


 


(a)
prepare in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the
Commission a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply
with applicable securities laws, with respect to such Registrable Securities and use its reasonable best efforts to cause such registration
statement to become effective (provided that at least five (5) Business Days before filing a registration statement or prospectus or any
amendments or supplements thereto, Pubco shall furnish to counsel selected by the Applicable Approving Party copies of all such documents
proposed to be filed, which documents shall be subject to the review and comment of such counsel);


 






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(b)
notify each holder of Registrable Securities of (A) the issuance by the Commission of any stop order suspending the effectiveness
of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by Pubco or its counsel of any notification
with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose, and (C) the effectiveness of each registration statement filed hereunder;


 


(c)
prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement effective and such prospectus current for a period ending
when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution
by the sellers thereof set forth in such registration statement or such securities cease to be Registrable Securities (but not in any
event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten
Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered
in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration statement;


 


(d)
furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment
and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free-Writing
Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller;


 


(e)
during any period in which a prospectus is required to be delivered under the Securities Act, promptly file all documents required
to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act;


 


(f)
use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws
of such jurisdictions as the lead underwriter or the Applicable Approving Party reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller (provided that Pubco shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 5(f), (ii) consent to general service of
process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction);


 


(g)
promptly notify in writing each seller of such Registrable Securities (i) after it receives notice thereof, of the date and time
when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus
relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities
or blue sky law or any exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment
or supplementing of such registration statement or prospectus or for additional information, and (iii) 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, Pubco promptly shall prepare, file with the Commission and furnish to each such
seller a reasonable number of copies of a supplement or amendment to such registration statement or prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such registration statement and prospectus shall not contain an untrue statement
of a material fact or omit to state any fact necessary to make the statements therein not misleading;


 






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(h)
cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Pubco are
then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange
for at least two market makers to register as such with respect to such Registrable Securities with FINRA;


 


(i)
provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration
statement;


 


(j)
enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other
actions as the Applicable Approving Party or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition
of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares and preparing for and
participating in such number of “road shows”, investor presentations and marketing events as the underwriters managing such
offering may reasonably request);


 


(k)
make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant
to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and
other records, pertinent corporate and business documents and properties of Pubco as shall be necessary to enable them to exercise their
due diligence responsibility, and cause Pubco’s officers, managers, directors, employees, agents, representatives and independent
accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection
with such registration statement;


 


(l)
take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration (including
any Shelf Registration) or Piggyback Registration hereunder 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, shall not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;


 


(m)
otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission;


 






    10


     


    

 


(n)
permit any holder of Registrable Securities who, in its good faith judgment (based on the advice of counsel), could reasonably
be expected to be deemed to be an underwriter or a controlling Person of Pubco to participate in the preparation of such registration
or comparable statement and to require the insertion therein of material furnished to Pubco in writing, which in the reasonable judgment
of such holder and its counsel should be included;


 


(o)
in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending
or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement
for sale in any jurisdiction, Pubco shall use its reasonable best efforts promptly to obtain the withdrawal of such order;


 


(p)
use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition
of such Registrable Securities;


 


(q)
cooperate with the holders of Registrable Securities covered by the registration statement and the managing underwriter or agent,
if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities
to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the
managing underwriter, or agent, if any, or such holders may request;


 


(r)
cooperate with each holder of Registrable Securities covered by the registration statement and each underwriter or agent participating
in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with
FINRA;


 


(s)
if such registration includes an underwritten public offering, use its reasonable best efforts to obtain a cold comfort letter
from Pubco’s independent public accountants and addressed to the underwriters, in customary form and covering such matters of the
type customarily covered by cold comfort letters as the underwriters in such registration reasonably request;


 


(t)
provide a legal opinion of Pubco’s outside counsel, dated the effective date of such registration statement (and, if such
registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement), with respect to
the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus)
and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions
of such nature, which opinion shall be addressed to the underwriters;


 


(u)
if Pubco files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to
remain a WKSI (and not become an ineligible issuer (as defined in Rule 405)) during the period during which such Automatic Shelf Registration
Statement is required to remain effective;


 






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(v)
if Pubco does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement
is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and


 


(w)
subject to the terms of Section 2(b) and Section 2(c), if an Automatic Shelf Registration Statement has been outstanding
for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable
Securities, and, if at any time when Pubco is required to re-evaluate its WKSI status Pubco determines that it is not a WKSI use its reasonable
best efforts to refile the registration statement on Form S-3 and keep such registration statement effective (including by filing a new
Resale Shelf Registration or Shelf Registration, if necessary) during the period throughout which such registration statement is required
to be kept effective.


 


6.
Termination of Rights. Notwithstanding anything contained herein to the contrary, the right of any Holder to include Registrable
Securities in any Demand Registration or any Piggyback Registration shall terminate on such date that such Holder may sell all of the
Registrable Securities owned by such Holder pursuant to Rule 144 of the Securities Act without any restrictions as to volume or the manner
of sale or otherwise; provided, however, that with respect to any Holder whose rights have terminated pursuant to this Section 6,
if following such a termination, such Holder loses the ability to sell all of its Registrable Securities pursuant to Rule 144 of the Securities
Act without any restrictions as to volume or the manner of sale or otherwise due to a change in interpretive guidance by the Commission,
then such Holder’s right to include Registrable Securities in any Demand Registration or any Piggyback Registration shall be reinstated
until such time as the Holder is once again able to sell all of its Registrable Securities pursuant to Rule 144 of the Securities Act
without any restrictions as to volume or the manner of sale or otherwise.


 


7.
Registration Expenses.


 


(a)
Except as otherwise set forth herein, all expenses incident to Pubco’s performance of or compliance with this Agreement,
including, without limitation, all registration, qualification and filing fees, listing fees, FINRA filing fees, fees and expenses of
compliance with securities or blue sky laws, stock exchange rules and filings, printing expenses, messenger and delivery expenses, fees
and disbursements of custodians, and fees and disbursements of counsel for Pubco and all independent certified public accountants and
other Persons retained by Pubco (all such expenses being herein called “Registration Expenses”), shall be borne by
Pubco and, for the avoidance of doubt, Pubco also shall pay all of its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review,
and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by
Pubco are then listed. Each Person that sells securities pursuant to a Demand Registration, a Takedown Demand or Piggyback Registration
hereunder shall bear and pay all underwriting discounts and commissions and transfer taxes applicable to the securities sold for such
Person’s account. It is acknowledged by the Holders that the Holders shall bear all fees and expenses of any legal counsel representing
the Holders.


 






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(b)
To the extent Registration Expenses are not required to be paid by Pubco, each holder of securities included in any registration
hereunder shall pay those Registration Expenses allocable to the registration of such holder’s securities so included, and any Registration
Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling
price of the securities to be so registered.


 


8.
Indemnification.


 


(a)
Pubco agrees to (i) indemnify and hold harmless, to the fullest extent permitted by law, each Holder and their respective officers,
directors, members, partners, agents, affiliates and employees and each Person who controls such Holder (within the meaning of the Securities
Act or the Exchange Act) against all losses, claims, actions, damages, liabilities and expenses caused by (A) 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, or (B) any violation or alleged violation by Pubco of the Securities Act or any other similar federal or state securities
laws or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection
with any such registration, qualification or compliance, and (ii) pay to each Holder and their respective officers, directors, members,
partners, agents, affiliates and employees and each Person who controls such Holder (within the meaning of the Securities Act or the Exchange
Act), as incurred, any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such
claim, loss, damage, liability or action, except insofar as the same are finally determined by a court of competent jurisdiction without
right for further appeal to be caused by or contained in any information furnished in writing to Pubco or any managing underwriter by
such Holder expressly for use therein; provided, however, that unless Pubco fails to pay expenses as incurred in accordance with clause
(ii) above, the indemnity agreement contained in this Section 9 shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability or action if such settlement is effected without the consent of Pubco (which consent shall not be unreasonably
withheld, conditioned or delayed), nor shall Pubco be liable in any such case for any such claim, loss, damage, liability or action to
the extent that a court of competent jurisdiction finally determines without right for further appeal that it solely arises out of or
is based upon an untrue statement of any material fact contained in the registration statement or omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made in the registration statement, in reliance upon and in
conformity with written information furnished by such Holder expressly for use in connection with such registration statement. In connection
with an underwritten offering, Pubco shall indemnify any underwriters or deemed underwriters, their officers and directors and each Person
who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with
respect to the indemnification of the holders of Registrable Securities or as otherwise reasonably requested by such underwriters.


 


(b)
In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall
furnish to Pubco in writing such information as Pubco reasonably requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify Pubco, its officers, directors, employees, agents and representatives
and each Person who controls Pubco (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in any information so furnished in writing by such holder, provided that the obligation to indemnify shall be individual, not joint and
several, for each holder and shall be limited to the net amount of proceeds actually received by such holder from the sale of Registrable
Securities pursuant to such registration statement.


 






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(c)
Any Person entitled to indemnification hereunder 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, conditioned or delayed). 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 (as well
as one local counsel) for all patties 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 patties with
respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen
by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party. No
indemnifying party, in the defense of such claim or litigation, shall, except with the consent of each indemnified party, consent to the
entry of any judgment or enter into any settlement which 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.


 


(d)
Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Sections 8(a) or 8(b)
are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses
(or actions in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified
party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such 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, relates to information supplied by such indemnifying party or indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just or equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation
(even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this Section 8(d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating
or, except as provided in Section 8(c), defending any such action or claim. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The sellers’ obligations in this Section 8(d) to contribute shall be several in proportion to the amount
of securities registered by them and not joint and shall be limited to an amount equal to the net proceeds actually received by such seller
from the sale of Registrable Securities effected pursuant to such registration.


 






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(e)
The indemnification and contribution 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 Registrable Securities and the termination or expiration of this Agreement.


 


9.
Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten
unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by
the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or
“green shoe” option requested by the underwriters; provided that no holder of Registrable Securities shall be required to
sell more than the number of Registrable Securities such holder has requested to include) and (b) completes and executes all questionnaires,
powers of attorney, custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms
of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be
required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such
holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended
method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially
more burdensome than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements
as may be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations
under Section 4, Section 5 and this Section 9 or that are necessary to give further effect thereto. To the extent
that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 9, the respective rights
and obligations created under such agreement shall supersede the respective rights and obligations of the holders, Pubco and the underwriters
created pursuant to this Section 9.


 


10.       
Other Agreements; Certain Limitations on Registration Rights.


 


(a)
Pubco shall file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations
adopted by the Commission thereunder and shall take such further action as the Holders may reasonably request, all to the extent required
to enable such Persons to sell securities pursuant to (a) Rule 144 adopted by the Commission under the Securities Act (as such rule may
be amended from time to time) or any similar rule or regulation hereafter adopted by the Commission or (b) a registration statement on
Form S-3 or any similar registration form hereafter adopted by the Commission. Upon request, Pubco shall deliver to the Holders a written
statement as to whether it has complied with such requirements. Pubco shall at all times use its reasonable best efforts to cause the
securities so registered to continue to be listed on one or more of the New York Stock Exchange, the New York Stock Exchange American
and the Nasdaq Stock Market. Pubco shall use its best efforts to facilitate and expedite transfers of Registrable Securities pursuant
to Rule 144, which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Securities and
delivery of any opinions requested by the transfer agent.


 






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11. Definitions.


 


(a)
“Applicable Approving Party” means the holders of a majority of the Registrable Securities participating in
the applicable offering.


 


(b)
“Business Day” means any day that is not a Saturday or Sunday or a legal holiday in the state in which Pubco’s
chief executive office is located or in New York, NY.


 


(c)
 “Commission” means the U.S. Securities and Exchange Commission.


 


(d)
“Common Stock” means the Common Stock of Pubco, par value $0.0001 per share.


 


(e)
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal
law then in force, together with all rules and regulations promulgated thereunder.


 


(f)  
“FINRA” means the Financial Industry Regulatory Authority.


 


(g)
“Free-Writing Prospectus” means a fire-writing prospectus, as defined in Rule 405 of the Securities Act.


 


(h)
“Permitted Transferee” means any Person to whom a Holder is permitted to transfer Registrable Securities pursuant
to any applicable lock-up or similar agreement with Pubco and the following: (a) the members of a Holder’s immediate family (for
purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s
spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children
and parents) of such person and his or her spouses and siblings); (b) any trust for the direct or indirect benefit of a Holder or the
immediate family of a Holder, (c) if a Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary
of such trust; (d) as a distribution to the direct or indirect: general partners, limited partners, shareholders, members of, or owners
of similar equity interests in a Holder, or (e) to any affiliate of a Holder or any fund, investment vehicle or other entity controlled,
managed or advised by a Holder or an affiliate of a Holder.


 






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(i)
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political
subdivision thereof.


 


(j)
“Prospectus” means 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.


 


(k)
“Public Offering” means any sale or distribution by Pubco and/or holders of Registrable Securities to the public
of Common Stock pursuant to an offering registered under the Securities Act.


 


(l)
“Register,” “Registered” and “Registration” 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.


 


(m)
“Registrable Securities” means (i) any shares of Common Stock issued or issuable to the Holders pursuant to
the BCA, (ii) any Founder Shares or Representative Shares held by the Holders, (iii) any Private Placement Warrants, Private Placement
Unit Shares or Private Placement Unit Warrants (or underlying securities) held by the Holders, (iv) any Working Capital Warrants, Working
Capital Unit Shares or Working Capital Unit Warrants (or underlying securities) held by the Holders, or (v) any Common Stock issued or
issuable with respect to the securities referred to in the preceding clauses (i) through (iv) by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when they have been sold or distributed to the public pursuant to
an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule
144 following the Closing Date or repurchased by Pubco or any of its subsidiaries. For purposes of this Agreement, a Person shall be deemed
to be a holder of Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person has
the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of
securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition
has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder,
provided a holder of Registrable Securities may only request that Registrable Securities in the form of Common Stock and Private Placement
Warrants be registered pursuant to this Agreement.


 


(n)
“Registration Statement” means any registration statement filed by Pubco with the Commission in compliance with
the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock or Registrable
Securities, 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 (other than
a registration statement on Form S-4 or Form S-8, or their successors).


 






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(o)
“Rule 144”, “Rule 405”, and “Rule 415” mean, in each case, such rule promulgated
under the Securities Act (or any successor provision) by the Commission, as the same shall be amended from time to time, or any successor
rule then in force.


 


(p)
“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law
then in force, together with all rules and regulations promulgated thereunder.


 


(q)
“Shelf Participant” means any holder of Registrable Securities listed as a potential selling stockholder in
connection with the Resale Shelf Registration Statement or the Shelf Registration or any such holder that could be added to such Resale
Shelf Registration Statement or Shelf Registration without the need for a post-effective amendment thereto or added by means of an automatic
post-effective amendment thereto.


 


(r)  “Warrants”
means, as a class, the warrants of Pubco, each to purchase a share of Common Stock at a price of $11.50 per whole share, which were
initially issued by Tuscan and were assumed by Pubco and became exercisable for Common Stock pursuant to the BCA.


 


(s)  
“WKSI” means a “well-known seasoned issuer” as defined under Rule 405.


 


12.       
Miscellaneous.


 


(a)
No Inconsistent Agreements. Pubco shall not hereafter enter into any agreement with respect to its securities which is inconsistent
with or violates or in any way impairs the rights granted to the Holders in this Agreement.


 


(b)
Entire Agreement. This Agreement and the SPAC Warrant Agreement (to the extent applicable to holders of Private Placement
Warrants) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions among the parties hereto, written or oral, with respect to the subject matter hereof, including
without limitation the Original Agreement.


 


(c)
Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically
(without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy
for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party
shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without
posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.


 


(d) Other Registration
Rights. Pubco represents and warrants that no person, other than a Holder of Registrable Securities pursuant to this Agreement
and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited pursuant to that certain Amended and Restated Share Purchase Agreement
entered into with the Company, has any right to require Pubco to register any securities of Pubco for sale or to include such
securities of Pubco in any Registration Statement filed by Pubco for the sale of securities for its own account or for the account
of any other person. Further, Pubco 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.


 






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(e) Termination of
Other Agreements. Upon the closing of the transactions contemplated by the BCA, the Original Agreement shall terminate and no
longer have any force or effect.


 


(f) Amendments and
Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only with the prior
written consent of Pubco and each holder that holds at least 1% of the Registrable Securities at such date as any such amendment or
waiver is requested; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely
affects one Holder, solely in its capacity as a holder of the shares of capital stock of Pubco, in a manner that is materially
different from the other Holders (in such capacity) shall require the consent of the Holder so affected. Any amendment or waiver
effected in accordance with this Section 12(f) shall be binding upon each Holder and Pubco. The failure of any party to
enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the
right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.


 


(g) Successors and
Assigns; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be
assigned or delegated by Pubco in whole or in part except in connection with a sale or acquisition of Pubco, whether by merger,
consolidation, sale of all or substantially all of Pubco’s assets, or similar transaction. A Holder may assign or delegate
such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (i) a Permitted Transferee of such
Holder, (ii) direct and/or indirect equity holders of the Sponsor or (iii) any person with the prior written consent of Pubco. 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. This Agreement shall not confer any rights or benefits on any persons that are not patties
hereto, other than as expressly set forth in this Agreement. No assignment by any party hereto of such party’s rights, duties
and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of
such assignment as provided in this Section 12(g) and (ii) the written agreement of the assignee, in a form reasonably
acceptable to Pubco, to be bound by the terms and provisions of this Agreement. Any transfer or assignment prohibited by this Section
12(g) shall be null and void.


 


(h)
All covenants and agreements in this Agreement by or on behalf of any of the patties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Registrable Securities are also
for the benefit of, and enforceable by, any subsequent holder of Registrable Securities.


 






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(i) Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited by or invalid, illegal or unenforceable in any
respect under any applicable law, such provision shall be ineffective only to the extent of such prohibition, invalidity, illegality
or unenforceability, without invalidating the remainder of this Agreement.


 


(j) Counterparts.
This Agreement may be executed simultaneously in counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be delivered via
facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all
purposes.


 


(k) Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a
part of this Agreement. The use of the word “including” herein shall mean “including without
limitation.”


 


(l) Governing Law;
Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement
and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware,
without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto
agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall be brought in any Delaware Chancery Court, or if such
court does not have subject matter jurisdiction, any court of the United States located in the State of Delaware. Each of the
parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any
such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may
be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.


 






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(m) Notices. All
notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or email or
by registered or certified mail (postage prepaid, return receipt requested) to each Holder at the address indicated on the Schedule
of Holders attached hereto and to Pubco at the address indicated below (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 12(m)):


 


if to Pubco:


 


Surf Air Mobility Inc.


12111 S. Crenshaw Blvd


Hawthorne, CA 90250


 


	Attention: 	General Counsel
	E-mail:	legalnotices@surfair.com



 


with a copy to:


 


O’Melveny & Myers LLP


Two Embarcadero Center


28th Floor


San Francisco, California 94111


 


	Attention: 	C. Brophy Christensen,
Jr.

Noah Kornblith
	E-mail:	bchristensen@omm.com


nkornblith@omm.com



 


(n)
Mutual Waiver of Jury Trial. As a specifically bargained inducement for each of the parties to enter into this Agreement
(with each party having had opportunity to consult counsel), each party hereto expressly and irrevocably waives the right to trial by
jury in any lawsuit or legal proceeding relating to or arising in any way from this Agreement or the transactions contemplated herein,
and any lawsuit or legal proceeding relating to or arising in any way to this Agreement or the transactions contemplated herein shall
be tried in a court of competent jurisdiction by a judge sitting without a jury.


 


(o)
No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.


 


* * * * *


 


[Signature pages
follow] 


 




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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date written above.


 





	 	SURF AIR MOBILITY INC. 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	TUSCAN HOLDINGS ACQUISITION II, LLC  
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[●]	 
	 	 	 
	 	 	 



 


 


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