Exhibit 4.2


 


FORM OF


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement
(as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of [      ],
2021, by and between Rhodium Enterprises, Inc., a Delaware corporation (the “Company”) and Imperium Investment Holdings
LLC, a Wyoming limited liability company and certain holders which hold Registrable Securities (as defined below) that join this Agreement
pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”


 


Article
I 

DEFINITIONS


 


In this Agreement:


 


“Affiliate”
has the meaning ascribed thereto in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Business Day”
means a day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required by applicable law to be closed
in New York, New York or Houston, Texas.


 


“Class A Common Stock”
means the shares of Class A common stock, par value $0.0001 per share, of the Company, and any other capital stock of the Company into
which such common stock is reclassified or reconstituted.


 


“Class B Common Stock”
means the shares of Class B common stock, par value $0.0001 per share, of the Company, and any other capital stock of the Company into
which such common stock is reclassified or reconstituted.


 


“Common Stock”
means the shares of Class A Common Stock and Class B Common Stock.


 


“Company”
has the meaning set forth in the Preamble.


 


“Control”
(including its correlative meanings, “Controlled by” and “under common Control with”) means possession,
directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities
or partnership or other ownership interests, by contract or otherwise) of a Person.


 


“Demand Notice”
has the meaning set forth in Section 2.1(a) hereof.


 






     


     


    

 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended
from time to time.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Imperium”
means Imperium Investment Holdings LLC, its Affiliates and the successors and permitted assigns of the entities and their respective Affiliates.


 


“Imperium Holders”
means, upon joining this Agreement, the Affiliates, and their successors or assigns, of Imperium.


 


“LLC Agreement”
means the Fifth Amended and Restated Limited Liability Company Agreement of Rhodium Technologies LLC, dated as of [      ], 2021, as amended,
restated, supplemented or modified, from time to time.


 


“LLC Units”
means the units representing membership interests in RTL and any other class of units or interests that is established in RTL.


 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity
under applicable law, or any governmental authority or any department, agency or political subdivision thereof.


 


“Recognized Exchange”
means The New York Stock Exchange or the Nasdaq Capital Market.


 


“Registrable Securities”
means shares of Class A Common Stock that may be delivered in exchange for LLC Units and other shares of Class A Common Stock otherwise
held by Securityholders from time to time. For purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities
when (i) a registration statement covering resales of such Registrable Securities has been declared effective under the Securities Act
by the SEC and such Registrable Securities have been disposed of pursuant to such effective registration statement, (ii) such Registrable
Securities are eligible to be sold by Securityholders owning such Registrable Securities (including Registrable Securities deliverable
to a Securityholder under an effective Exchange Registration) pursuant to Rule 144 or 145 (or any similar provision then in effect) under
the Securities Act, without limitation thereunder on volume or manner of sale, unless such Registrable Securities are held by a Securityholder
that beneficially owns Shares representing 5% or more of the aggregate voting power of shares of Class A Common Stock and Class B Common
Stock eligible to vote in the election of directors of the Company or (iii) such Registrable Securities cease to be outstanding (or issuable
upon exchange).


 






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“Registration Expenses”
means any and all expenses incurred in connection with the performance of or compliance with this Agreement, including:


 


(a) all
SEC, stock exchange, or FINRA registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent
underwriter,” as such term is defined in Rule 5121 of FINRA, and of its counsel);


 


(b) all
fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Securities);


 


(c) all
printing, messenger and delivery expenses;


 


(d) all
fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or FINRA and all rating
agency fees;


 


(e) the
reasonable fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any
special audits and/or comfort letters required by or incident to such performance and compliance;


 


(f) any
fees and disbursements of underwriters customarily paid by the issuers or sellers of Securities, including liability insurance if the
Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection
with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any;


 


(g) the
reasonable fees and out-of-pocket expenses of not more than one law firm (as selected by Imperium, if it is participating in such registration,
and otherwise, by Securityholders of a majority of the Registrable Securities included in such registration) incurred by all the Securityholders
in connection with the registration;


 


(h) the
costs and expenses of the Company relating to analyst and investor presentations or any “road show” undertaken in connection
with the registration and/or marketing of the Registrable Securities (including the reasonable out-of-pocket expenses of the Securityholders);
and


 


(i) any
other fees and disbursements customarily paid by the issuers of Securities.


 


“RTL” means
Rhodium Technologies LLC, a Delaware limited liability company.


 


“SEC” means
the U.S. Securities and Exchange Commission or any successor agency.


 


“Shares”
means shares of Class A Common Stock of the Company. Shares held by or on behalf of a Securityholder the certificate for which does not
bear a Securities Act restrictive legend, which Shares may be resold freely without registration under the Securities Act, will not be
considered Shares for purposes of the demand and piggyback provisions of this Agreement.


 


“Securities”
means capital stock, limited partnership interests, limited liability company interests, beneficial interests, warrants, options, notes,
bonds, debentures, and other securities, equity interests, ownership interests and similar obligations of every kind and nature of any
Person.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time
to time.


 






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“Securityholders”
has the meaning set forth in the Preamble.


 


“Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which:
(i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of
the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly,
by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed
to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person
or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses
or shall be or Control the managing director or general partner of such limited liability company, partnership, association or other business
entity.


 


“WKSI”
means a well-known seasoned issuer, as defined in Rule 405 under the Securities Act.


 


Article
II 

DEMAND AND PIGGYBACK RIGHTS


 


Section 2.1 Right
to Demand a Non-Shelf Registered Offering.


 


(a) Upon
the written demand of Imperium made at any time and from time to time (a “Demand Notice”), the Company will facilitate
in the manner described in this Agreement a non-shelf registered offering of the Registrable Securities requested by Imperium.


 


(b) Any
demanded non-shelf registered offering may, at the Company’s option, include Shares to be sold by the Company for its own account
and will also include Registrable Securities to be sold by Securityholders that exercise their related piggyback rights pursuant to Section
2.2 hereof and any other Registrable Securities to be sold by the holders of registration rights granted other than pursuant to this
Agreement exercising such rights, in each case, to the extent exercising such rights on a timely basis. In order to be valid, the Demand
Notice must provide the information described in Section 3.1 hereof (if applicable) and Section 4.5 hereof or be followed
by such information, when requested as contemplated by Section 4.5 hereof.


 


(c) Without
limiting any other obligations of the Company hereunder, as soon as reasonably practicable, but in no event later than 60 days after receiving
a valid Demand Notice satisfying the criteria set forth in Section 2.1 hereof, the Company shall file with the SEC a registration
statement covering all of the Registrable Securities covered by such Demand Notice as well as any other Registrable Securities as to which
registration is properly requested in accordance with Section 2.2 hereof (which other Registrable Securities may be included by
means of a pre-effective amendment) and any other registrable securities properly requested in accordance with other registration rights
agreements with the Company, but subject in each case to any cutbacks imposed in accordance with Section 3.5 hereof and the limitations
set forth in Section 2.5 hereof.


 






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Section 2.2 Right
to Piggyback on a Non-Shelf Registered Offering. In connection with any registered
offering of Shares covered by a non-shelf registration statement (whether pursuant to the exercise of demand rights or at the initiative
of the Company), the Securityholders may exercise piggyback rights to have included in such offering Registrable Securities held by them,
subject in each case to any cutbacks imposed in accordance with Section 3.5 hereof and the limitations set forth in Section
2.5 hereof. The Company will facilitate in the manner described in this Agreement any such non-shelf registered offering.


 


Section 2.3 Right
to Demand and be Included in a Shelf Registration. Upon
the demand of Imperium, made at any time and from time to time when the Company is eligible to utilize Form S-1, Form S-3 or a successor
form to sell Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act, the
Company will facilitate in the manner described in this Agreement a shelf registration of Registrable Securities held by the Securityholders.
Any shelf registration filed pursuant to this Section 2.3 by the Company covering Shares
(whether pursuant to a demand by Imperium or at the initiative of the Company) will cover Registrable Securities held by each of the
Securityholders (regardless of whether they demanded the filing of such shelf or not) equal to the percentage of their original respective
holdings as is requested by Imperium with respect to the Registrable Securities of Imperium. If at the time of such request the Company
is eligible for WKSI status, such shelf registration shall, upon the approval of the board of directors of the Company, cover an unspecified
number of Registrable Securities to be sold by the Company and its Securityholders. 


 


Section 2.4 Demand
and Piggyback Rights for Shelf Takedowns. Upon
the demand of Imperium, made at any time and from time to time, the Company will facilitate in the manner described in this Agreement
a “takedown” of Registrable Securities off of an effective shelf registration statement. In connection with any underwritten
shelf takedown (whether pursuant to the exercise of such demand rights by Imperium or at the initiative of the Company), the Securityholders
may exercise piggyback rights to have included in such takedown Registrable Securities held by them that are registered on such shelf.


 


Section 2.5 Limitations
on Demand and Piggyback Rights.


 


(a) Any
demand for the filing of a registration statement or for a registered offering or takedown, and the exercise of any piggyback registration
rights, will be subject to the constraints of any applicable lockup arrangements, and any such demand other than the shelf registration
pursuant to Section 2.3 must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered
offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding
anything in this Agreement to the contrary, the Securityholders will not have piggyback or other registration rights with respect to the
following registered primary offerings by the Company: (i) a registration relating solely to employee benefit plans; (ii) a registration
on Form S-4 or S-8 (or other similar successor forms then in effect under the Securities Act); (iii) a registration pursuant to which
the Company is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend
reinvestment or similar plans; (v) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees
of debt securities of the Company or any Subsidiary that are convertible for common equity and that are initially issued pursuant to Rule
144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted;
(vi) a registration where the Registrable Securities are not being sold for cash or (vii) an exchange registration.


 






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(b) The
Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement
for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines in good faith
that such registration or offering could materially interfere with a bona fide business, acquisition or divestiture or financing
transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could
materially and adversely affect the Company; provided that the Company shall not delay the filing of any demanded registration
statement more than once in any 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona
fide business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced,
and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding
Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.


 


(c) Subject
to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than two Demand Registrations
pursuant to Sections 2.1 and 2.4 in any twelve month period. Notwithstanding anything to the contrary herein, in no event shall the Company
be required to effectuate a Demand Registration under Section 2.1 or Section 2.4 unless Imperium holds 10% or more of the outstanding
shares of Common Stock of the Company.


 


Article
III 

NOTICES, CUTBACKS AND OTHER MATTERS


 


Section 3.1 
Notifications Regarding Registration Statements.
In order for Imperium to exercise its right to demand that a registration statement be filed, it must include in its Demand Notice the
number of Registrable Securities sought to be registered and the proposed plan of distribution. In the event that the Company is required
to cutback or adjust the amount of the Registrable Securities to be included in a registration statement or offering, the Company shall
adjust the Registrable Securities included by Imperium on a pro rata basis amongst such entities.


 


Section 3.2 Notifications
Regarding Registration Piggyback Rights.


 


(a) In
the event that the Company receives (i) any demand from Imperium pursuant to Section 2.1 hereof, or (ii) if the Company files a
registration statement with respect to a non-shelf registered offering, the Company will promptly give to each of the Securityholders
a written notice thereof no later than 5:00 p.m., New York City time, on the fifth Business Day following receipt by the Company of such
demand or the filing of such registration statement, as applicable. Any Securityholder wishing to exercise its piggyback rights with respect
to any such non-shelf registration statement must notify the Company and the other Securityholders of the number of Registrable Securities
it seeks to have included in such registration statement in a written notice. Such notice must be given as soon as practicable, but in
no event later than 5:00 p.m., New York City time, on the second Business Day prior to (i) if applicable, the date on which the preliminary
prospectus intended to be used in connection with pre-effective marketing efforts for the relevant offering is expected to be finalized,
and (ii) in any case, the date on which the pricing of the relevant offering is expected to occur. No such notice is required in connection
with a shelf registration statement, as Registrable Securities held by all Securityholders will be included up to the applicable percentage.


 


(b) Pending
any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of
their discussions regarding a prospective non-shelf registration.


 






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Section 3.3 Notifications
Regarding Demanded Underwritten Takedowns.


 


(a) The
Company will keep the Securityholders reasonably apprised of all pertinent aspects of any underwritten shelf takedown demanded by Imperium
in order that Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s
obligation as described in the preceding sentence, having a reasonable opportunity requires that the Company notify the Securityholders
of an anticipated underwritten takedown (whether pursuant to a demand made by Imperium or made at the Company’s own initiative)
no later than 5:00 p.m., New York City time, on (i) if applicable, the second Business Day prior to the date on which the preliminary
prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized,
and (ii) in all cases, the second Business Day prior to the date on which the pricing of the relevant takedown occurs.


 


(b) Any
Securityholder wishing to exercise its piggyback rights with respect to an underwritten shelf takedown must notify the Company and the
other Securityholders of the number of Registrable Securities it seeks to have included in such takedown. Such notice must be given as
soon as practicable, but in no event later than 5:00 p.m., New York City time, on (i) if applicable, the Business Day prior to the date
on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant
offering is expected to be finalized, and (ii) in all cases, the Business Day prior to the date on which the pricing of the relevant takedown
occurs.


 


(c) Pending
any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of
their discussions regarding a prospective underwritten takedown.


 


Section 3.4 Plan
of Distribution, Underwriters, Advisors and Counsel. If
a majority of the Registrable Securities proposed to be sold in an underwritten offering through a non-shelf registration statement or
through a shelf takedown is being sold by the Company for its own account, the Company will be entitled to determine the plan of distribution
and select the managing underwriters and any provider of advisory services, which may include Affiliates of Imperium, for such offering.
Otherwise, Securityholders holding a majority of the Shares requested to be included will be entitled to determine the plan of distribution
and select the managing underwriters and any provider of advisory services, which may include Affiliates of Imperium; provided
that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to the Company,
and will also be entitled to select counsel for the selling Securityholders (which may be the same as counsel for the Company).


 


Section 3.5 Cutbacks.
 If the managing underwriters advise the Company and the selling Securityholders that, in their opinion, the number of
Registrable Securities requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without
adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such offering or the
marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold
in such offering. If the Company is selling Registrable Securities for its own account in such offering and the offering is not being
made on account of a demand made by Imperium pursuant to Section 2.1 hereof, the Company will have first priority. To the extent of any
remaining capacity, and in all other cases, the selling Securityholders (and any other Persons having registration rights pari passu
with the Securityholders and participating in such offering) and the Company will be subject to cutback pro rata based on
the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing between Securityholders
(or other Persons exercising pari passu registration rights) based on who made the demand for such offering or otherwise.


 






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Section
3.6 Withdrawals. Even
if Registrable Securities held by a Securityholder have been part of a registered underwritten offering, such Securityholder may, no
later than the time at which the public offering price and underwriters’ discount are determined with the managing underwriter,
decline to sell all or any portion of the Registrable Securities being offered for its account.


 


Section 3.7 Lockups.
In connection with any underwritten offering of Shares, the Company
and each Securityholder participating in such offering will agree (in the case of Securityholders, with respect to Registrable Securities
respectively held by them) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to
all of them) that are agreed to by the Company. In addition, the Securityholders shall be bound by their obligations with respect to
any lockup arrangements or other restrictions on transfer of Registrable Securities set forth in the LLC Agreement.


 


Article
IV 

FACILITATING REGISTRATIONS AND OFFERINGS


 


Section 4.1 General.
If the Company becomes obligated under this Agreement to facilitate
a registration and offering of Registrable Securities on behalf of Securityholders, the Company will do so with the same degree of care
and dispatch as would reasonably be expected in the case of a registration and offering by the Company of Registrable Securities for
its own account. Without limiting this general obligation, the Company will fulfill its specific obligations as described in this Article
IV.


 


Section 4.2 Registration
Statements. In
connection with each registration statement that is demanded by Securityholders in accordance with this Agreement or as to which piggyback
rights otherwise apply, the Company will:


 


(a) (1) prepare
and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments
thereto as warranted, (3) seek the effectiveness thereof, and (4) file with the SEC prospectuses and prospectus supplements as may be
required, all in consultation with Imperium and as reasonably necessary in order to permit the offer and sale of the such Registrable
Securities in accordance with the applicable plan of distribution;


 


(b) (1) within
a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment
or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of
such documents to the selling Securityholders and to the underwriter or underwriters of an underwritten offering, if applicable, and
to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the
counsel to the Securityholders or the underwriter or the underwriters may request; and make such of the representatives of the Company
as shall be reasonably requested by the selling Securityholders or any underwriter available for discussion of such documents; and (2)
within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or
a prospectus, provide copies of such document to counsel for the Securityholders and underwriters; fairly consider such reasonable changes
in such document prior to or after the filing thereof as counsel for such Securityholders or such underwriter shall request; and make
such of the representatives of the Company as shall be reasonably requested by such counsel available for discussion of such document;


 


(c) use all
reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the
effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities
(x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder)
and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading;


 


(d) notify each Securityholder promptly, and, if requested by such Securityholder,
confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements
thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant
to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction
or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that
purpose, (iii) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby pursuant
to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease
to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening
of any event during the period a registration statement is effective as a result of which such registration statement or the related
prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading;


 






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(e) furnish
counsel for each underwriter, if any, and for the Securityholders copies of any correspondence with the SEC or any state securities authority
relating to the registration statement or prospectus;


 


(f) otherwise
use all reasonable efforts to comply with all applicable rules and regulations of the SEC, including making available to its security
holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar provision then in force); and


 


(g) use all
reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible
time.


 


Section 4.3 Non-Shelf
Registered Offerings and Shelf Takedowns. In connection with any non-shelf registered offering or shelf takedown that is demanded
by Securityholders or as to which piggyback rights otherwise apply, the Company will:


 


(a) cooperate
with the selling Securityholders and the sole underwriter or managing underwriter of an underwritten offering, if any, to facilitate
the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive
legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents
thereof) and registered in such names as the selling Securityholders or the sole underwriter or managing underwriter of an underwritten
offering of Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities;


 


(b) furnish
to each Securityholder and to each underwriter, if any, participating in the relevant offering, without charge, as many copies of the
applicable prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such
Securityholder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities;
the Company hereby consents to the use of the prospectus, including each preliminary prospectus, by each such Securityholder and underwriter
in connection with the offering and sale of the Registrable Securities covered by the prospectus or the preliminary prospectus;


 


(c) (1) use
all reasonable efforts to register or qualify the Registrable Securities being offered and sold, no later than the time the applicable
registration statement becomes effective, under all applicable state securities or blue sky laws of such jurisdictions as each underwriter,
if any, or any Securityholder holding Registrable Securities covered by a registration statement, shall reasonably request; (2) use all
reasonable efforts to keep each such registration or qualification effective during the period such registration statement is required
to be kept effective; and (3) do any and all other acts and things which may be reasonably necessary or advisable to enable each such
underwriter, if any, and Securityholder to consummate the disposition in each such jurisdiction of such Registrable Securities owned
by such Securityholder; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a
dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other
than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith)
in any such jurisdiction;


 


(d) cause
all Registrable Securities being sold to be qualified for inclusion in or listed on any Recognized Exchange on which Registrable Securities
issued by the Company are then so qualified or listed if so requested by the Securityholders, or if so requested by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any;


 


(e) cooperate
and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter
in an underwritten offering;


 


(f) use all reasonable efforts to facilitate the distribution and sale of any Registrable Securities
to be offered pursuant to this Agreement, including without limitation by making “road show” presentations, holding meetings
with and making calls to potential investors and taking such other actions as shall be requested by the Securityholders or the lead managing
underwriter of an underwritten offering;


 


 



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(g) in the
case of an offering that includes a provider of advisory services, enter into and perform its obligations under customary agreements
(including an advisory services agreement and an indemnification agreement in customary form); and 


 


(h) enter
into customary agreements (including, in the case of an underwritten offering, underwriting agreements in customary form, and including
provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification
and contribution contained herein) and take all other customary and appropriate actions in order to expedite or facilitate the disposition
of such Registrable Securities and in connection therewith:


 


(1) make such
representations and warranties to the selling Securityholders and the underwriters, if any, in form, substance and scope as are customarily
made by issuers to underwriters in similar underwritten offerings;


 


(2) obtain opinions
of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory
to the lead managing underwriter, if any) addressed to each selling Securityholder and the underwriters, if any, covering the matters
customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably
requested by such Securityholders and underwriters;


 


(3) obtain “cold
comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the selling
Securityholders, if permissible, and the underwriters, if any, which letters shall be customary in form and shall cover matters of the
type customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings; and


 


(4) to the extent
requested and customary for the relevant transaction, enter into a Securities sales agreement with the Securityholders providing for,
among other things, the appointment of such representative as agent for the selling Securityholders for the purpose of soliciting purchases
of Registrable Securities, which agreement shall be customary in form, substance and scope and shall contain customary representations,
warranties and covenants.


 


The above shall be done at
such times as customarily occur in similar registered offerings or shelf takedowns.


 


Section 4.4 Due
Diligence. In connection with each registration and offering of Registrable Securities to
be sold by Securityholders, the Company will, in accordance with customary practice, make available for inspection by underwriters and
any counsel or accountant retained by such underwriters all relevant financial and other records, pertinent corporate documents and properties
of the Company and cause appropriate officers, managers, employees, outside counsel and accountants of the Company to supply all information
reasonably requested by any such underwriter, counsel or accountant in connection with their due diligence exercise, including through
in-person meetings, but subject to customary privilege constraints.


 


Section 4.5 Information
from Securityholders. Each Securityholder that holds Registrable Securities covered by any registration statement will furnish
to the Company such information regarding itself as is required to be included in the registration statement or is otherwise required
by FINRA or the SEC in connection with such registration statement, the ownership of Registrable Securities by such Securityholder and
the proposed distribution by such Securityholder of such Registrable Securities as the Company may from time to time reasonably request
in writing.


  


Section 4.6 Expenses.
All Registration Expenses incurred in connection with any registration statement or registered offering covering Registrable Securities
held by the Securityholders will be borne by the Company. However, underwriters’, brokers’ and dealers’ discounts and
commissions applicable to Registrable Securities sold for the account of a Securityholder will be borne by such Securityholder.


 






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ARTICLE V


INDEMNIFICATION


 


Section
5.1 Indemnification by the Company.
In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement
of Registrable Securities held by Securityholders, the Company will indemnify and hold harmless Securityholders, their officers, directors
and affiliates, and each underwriter of such securities and each other Person, if any, who Controls any Securityholder or such underwriter
within the meaning of the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court),
joint or several, to which Securityholders or such underwriter or controlling Person may become subject under the Securities Act or otherwise,
including any amount paid in settlement of any litigation commenced or threatened, and shall promptly reimburse such Persons, as and
when incurred, for any legal or other expenses reasonably incurred by them in connection with investigating any claims and defending
any actions, insofar as such losses, claims, damages, or liabilities (or any actions in respect thereof) arise out of or are based upon
any violation or alleged violation by the Company of the Securities Act, any blue sky laws, securities laws or other applicable laws
of any state or country in which such Shares are offered and relating to action taken or action or inaction required of the Company in
connection with such offering, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact
(i) contained, on its effective date, in any registration statement under which such securities were registered under the Securities
Act or any amendment or supplement to any of the foregoing, or which arise out of or are based upon the omission or alleged omission
to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) contained in
any preliminary prospectus, if used prior to the effective date of such registration statement, or in the final prospectus (as amended
or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or which arise out
of or are based upon the omission or alleged omission to state a material fact required to be stated in such prospectus or necessary
to make the statements in such prospectus not misleading; and will reimburse Securityholders and each such underwriter and each such
controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, or liability; provided, however,
that the Company shall not be liable to any Securityholder or its underwriters or controlling Persons in any such case to the extent
that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in such registration statement or such amendment or supplement, in reliance upon and in conformity with information
furnished to the Company through a written instrument duly executed by Securityholders or such underwriter specifically for use in the
preparation thereof.


  


Section 5.2 Indemnification
by Securityholders. Each
Securityholder as a condition to including Registrable Securities in such registration statement will indemnify and hold harmless (in
the same manner and to the same extent as set forth in Section 5.1 hereof) the Company, each director of the Company, each officer of
the Company who shall sign the registration statement, and any Person who Controls the Company within the meaning of the Securities Act,
(i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement
or omission was made in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed
by such Securityholder specifically regarding such Securityholder for use in the preparation of such registration statement or amendment
or supplement, and (ii) with respect to compliance by such Securityholder with applicable laws in effecting the sale or other disposition
of the securities covered by such registration statement.


 






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Section 5.3 Indemnification
Procedures. Promptly
after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 5.1 and Section
5.2 hereof, the indemnified party will, if a claim in respect thereof is to be made or may be made against an indemnifying party, give
written notice to such indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall
not relieve the indemnifying party of its obligations in this Article V, except to the extent that the indemnifying party is actually
prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be
entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and
after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying
party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s
defense other than reasonable costs of investigation. An indemnified party shall have the right to employ separate counsel in any action
or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s
expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization
shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory
to the indemnified party within thirty (30) days after notice of any such action or proceeding, or (iii) the named parties to any such
action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party
shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different
from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume
the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party
shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party
and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all
such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense
is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its
consent (not to be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which
(i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all
liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial
obligations on the indemnified party.


 


Section 5.4 Contribution.
If the indemnification required by this Article V from the indemnifying party is unavailable to or insufficient to hold harmless
an indemnified party in respect of any indemnifiable losses, claims, damages, liabilities, or expenses, then the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities, or expenses
in such proportion as is appropriate to reflect (i) the relative benefit of the indemnifying and indemnified parties and (ii) if the
allocation in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefit referred
to in clause (i) and also the relative fault of the indemnified and indemnifying parties, 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 benefits
received by a party shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses)
received by it bear to the total amounts (including, in the case of any underwriter, any underwriting commissions and discounts) received
by each other party. The relative fault of the indemnifying party and the 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, has been made by,
or relates to information supplied by, such indemnifying party or parties, and the parties’ relative intent, knowledge, access
to information, and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims,
damage, liabilities, and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred
by such party in connection with any investigation or proceeding. The Company and Securityholders agree that it would not be just and
equitable if contribution pursuant to this Section 5.4 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the prior provisions of this Section 5.4.


 


Notwithstanding the provisions
of this Section 5.4, no indemnifying party shall be required to contribute any amount in excess of the amount by which the total
price at which the securities were offered to the public by such indemnifying party exceeds the amount of any damages which such indemnifying
party has otherwise been required to pay by reason of an untrue statement or omission. 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
a fraudulent misrepresentation.


 






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ARTICLE VI


OTHER AGREEMENTS


 


Section 6.1 Assignment.
Neither the Company nor any Securityholder shall assign all or any part of this Agreement without the prior written consent of the
Company and Imperium; provided, however, that without the prior written consent of the Company and Imperium, Imperium may
assign its rights and obligations under this Agreement in whole or in part to (x) any of its Affiliates and/or (y) any Person who becomes
a holder of Registrable Securities upon a distribution by Imperium of shares of Class A Common Stock or LLC Units to its members, limited
partners or stockholders that becomes a party hereto by executing and delivering an assignment and joinder agreement to the Company,
substantially in the form of Exhibit A to this Agreement; provided, that unless otherwise agreed to in advance by the Company
and Imperium in writing, in no event shall any Securityholder (other than Imperium and its Affiliates) be entitled to any “demand
rights” under this Agreement pursuant to an assignment under this Section 6.1. Except as otherwise provided herein, this Agreement
will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.


 


Section 6.2 Merger
or Consolidation. In the event the Company engages in a merger or consolidation in which the Registrable Securities are converted
into securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement
continue to be provided to Securityholders by the issuer of such securities. To the extent such new issuer, or any other company acquired
by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of
this Agreement, the Company will, unless Securityholders then holding at least 90% of the Registrable Securities otherwise agree, use
its commercially reasonable efforts to modify any such “inherited” registration rights obligations so as not to interfere
in any material respects with the rights provided under this Agreement. To the extent any such modification of “inherited”
registration rights disproportionately and adversely impacts any Securityholder hereunder, such modification shall not be effective as
to such Securityholder without the consent of such Securityholder.


 


Section 6.3 Limited
Liability. Notwithstanding any other provision of this Agreement, neither the members, general partners, limited partners or
managing directors, or any directors or officers of any members, general or limited partner, advisory director, nor any future members,
general partners, limited partners, advisory directors, or managing directors, if any, of any Securityholder shall have any personal
liability for performance of any obligation of such Securityholder under this Agreement in excess of the respective capital contributions
of such members, general partners, limited partners, advisory directors or managing directors to such Securityholder.


 


Section 6.4 Rule
144. If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants that
it will file any reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is subject to the
requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any
Securityholder, make publicly available such information) and it will take such further action as any Securityholder may reasonably request,
so as to enable such Securityholder to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar
rule or regulation hereafter adopted by the SEC. Upon the request of any Securityholder, the Company will deliver to such Securityholder
a written statement as to whether it has complied with such requirements. For the avoidance of doubt, this Section 6.4 shall not in any
way limit or otherwise modify any applicable restrictions on transfer set forth in the LLC Agreement.


 


Section 6.5 In-Kind
Distributions. If any Securityholder seeks to effectuate an in-kind distribution of all or part of its Registrable Securities
to its direct or indirect equityholders, the Company will, subject to applicable lockups, work with such Securityholder and the Company’s
transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Securityholder.


 






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ARTICLE VII


MISCELLANEOUS


 


Section
7.1 Notices. All notices, requests, demands and other communications required or permitted hereunder shall be made in
writing by hand-delivery, registered first-class mail, fax, electronic transmission or air courier guaranteeing delivery to the Persons
at the respective addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive
such notice.


 


(a) If to the Company, to:


 


Rhodium Enterprises, Inc.


[     ]


Attention: Nathan Nichols, Chief Executive
Officer


Fax: [     ]


 


with a copy (not constituting notice)
to:


Kirkland & Ellis LLP


609 Main Street


Houston, Texas 77002


Attention: Matthew R. Pacey and Anne
G. Peetz


Fax: (713) 835-3601


Email: matt.pacey@kirkland.com and anne.peetz@kirkland.com


 


(b) If to the Imperium Holders,
to:


 


[      ]


 


with a copy (not constituting notice)
to:


Kirkland & Ellis LLP


609 Main Street


Houston, Texas 77002


Attention: Matthew R. Pacey and Anne
G. Peetz


Fax: (713) 835-3601


Email: matt.pacey@kirkland.com
and anne.peetz@kirkland.com


 


Any such notice, request,
demand or other communication shall be deemed to have been duly given (a) on the date of delivery if delivered personally or by facsimile
or electronic transmission, (b) on the first Business Day after being sent if delivered by nationally recognized overnight delivery service
and (c) upon the earlier of actual receipt thereof or five Business Days after the date of deposit in the United States mail if delivered
by mail.


 


Section 7.2 Section
Headings. The article and section headings in this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement. References in this Agreement to a designated “Article” or “Section” refer
to an Article or Section of this Agreement unless otherwise specifically indicated.


 


Section 7.3 Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.


  


Section 7.4 Consent
to Jurisdiction and Service of Process; Waiver of Jury Trial.


 


(a) The parties
to this Agreement hereby agree to submit to the jurisdiction of the courts of the State of Delaware, the courts of the United States
of America for the District of Delaware, and appellate courts from any thereof in any action or proceeding arising out of or relating
to this Agreement.


 


(b) EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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Section 7.5 Amendments.


 


(a) This Agreement
may be amended only by an instrument in writing executed by the Company and Securityholders holding at least a majority of the Registrable
Securities collectively held by them; provided that any amendment that would adversely impact the rights hereunder of Imperium
shall require the prior written consent of Imperium; provided, further, that any amendment that would disproportionately
and adversely impact (i) the rights hereunder of the Securityholders party hereto other than Imperium without similarly affecting the
rights hereunder of Imperium (other than the granting of demand rights to any new party to become a Securityholder hereunder and rights
incidental thereto) shall require the prior approval of such Securityholders other than Imperium holding a majority of the Registrable
Securities held by such Securityholders, (ii) the rights hereunder of any Securityholder other than Imperium without similarly affecting
the rights hereunder of all other Securityholders other than Imperium shall require the prior written consent of such Securityholder.
This Agreement will terminate as to any Securityholder when it no longer holds any Registrable Securities.


 


(b) Notwithstanding
anything in Section 7.5(a) hereof to the contrary, if the Company at any time after the date of this Agreement grants to any other
holders of its securities (other than any new Imperium Holders becoming party hereto after the date hereof) any rights to request or
cause the Company to effect the registration under the Securities Act or offering or sale of any such securities on any terms materially
more favorable to such holders than the terms set forth in this Agreement, the terms of this Agreement shall, upon the request of Imperium,
be deemed amended or supplemented to the extent necessary to provide Imperium such more favorable rights and benefits, and, at the election
and sole discretion of Imperium (as evidenced by a written notice to the Company), shall be deemed amended or supplemented to the extent
necessary to provide to the Securityholders party hereto other than Imperium those more favorable rights and benefits as selected by
Imperium to be provided to such other Securityholders and set forth in such written notice.


 


Section 7.6 Entire
Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. The registration
rights granted under this Agreement supersede any registration, qualification or similar rights with respect to any of the Registrable
Securities granted under any other agreement, and any of such preexisting registration rights are hereby terminated.


 


Section 7.7 Severability.
The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any of
its other provisions. Any provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable, to the
extent necessary to render it valid and enforceable and to the extent permitted by law and consistent with the intent of the parties
to this Agreement.


  


Section 7.8 Counterparts.
This Agreement may be executed in multiple counterparts, including by means of facsimile, each of which shall be deemed an original,
but all of which together shall constitute the same instrument.


 


Section 7.9 Additional
Holders. Notwithstanding anything herein to the contrary, the Company may from time to time add additional holders of Registrable
Securities of the Company as parties to this Agreement with the consent of Imperium and without the consent or additional signatures
of any other holders of Registrable Securities hereunder. In order to become a party to this Agreement, such additional party must execute
a signature page evidencing such party’s agreement to be bound hereby as a Securityholder (but not Imperium, unless Imperium consents
in writing thereto), and upon the Company’s receipt of any such additional holder’s executed signature page hereto, such
additional holder shall be deemed to be a party hereto and such additional signature pages shall be a part of this Agreement.


 


Section 7.10 Equitable
Remedies. The parties hereto agree that irreparable harm would occur in the event that any of the agreements and provisions of
this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or were otherwise
breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and
quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is not performed in accordance
with its terms or conditions or is otherwise breached. It is accordingly hereby agreed that the parties hereto shall be entitled to an
injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other parties and to enforce specifically
the terms and provisions hereof in any court of the United States or any state having jurisdiction, such remedy being in addition to
and not in lieu of, any other rights and remedies to which the other parties are entitled to at law or in equity.


 


[Remainder of page intentionally
left blank]


 



    15


     


    




 


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


 


	 	RHODIUM ENTERPRISES, INC.
	 	 
	 	 
	 	By: 
	 	Title: 
	 	 
	 	IMPERIUM INVESTMENTS HOLDINGS LLC
	 	 
	 	 
	 	By: 
	 	Title: 


 


Signature Page to Rhodium Enterprises, Inc.
Registration Rights Agreement


 



     


     


    

 


Exhibit A


 


FORM OF ASSIGNMENT AND JOINDER


 


[       ],
2021


 


Reference is made to the Registration
Rights Agreement, dated as of [       ], 2021, by and among Rhodium Enterprises, Inc., a Delaware corporation (the “Company”),
Imperium Investments Holdings LLC (“Imperium”) and certain holders which hold Registrable Securities (as defined below)
that become party thereto (the “Registration Rights Agreement”). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Registration Rights Agreement.


 


Pursuant to Section 6.1
of the Registration Rights Agreement, [      ] (the “Assignor”) hereby assigns [in part][or: in full] its rights
and obligations under the Registration Rights Agreement to each of [      ], [       ] and [      ] (each, an “Assignee” and
collectively, the “Assignees”). [For the avoidance of doubt, the Assignor will remain a party to the Registration Rights
Agreement following the assignment in part of its rights and obligations thereunder to the undersigned Assignees.]


 


Each undersigned Assignee
hereby agrees to and does become party to the Registration Rights Agreement. This assignment and joinder shall serve as a counterpart
signature page to the Registration Rights Agreement and by executing below each undersigned Assignee is deemed to have executed the Registration
Rights Agreement with the same force and effect as if originally named a party thereto and each Assignee’s shares of Class A Common
Stock shall be included as Registrable Securities under the Registration Rights Agreement.


 


[Remainder of page intentionally left blank]


 



     


     


    

 


IN WITNESS WHEREOF, the undersigned
have duly executed this assignment and joinder as of date first set forth above.


 


	 	ASSIGNOR:
	 	 
	 	[_________________]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	ASSIGNEE(S):
	 	 
	 	[_________________]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page to Rhodium Enterprises, Inc.
Registration Rights Agreement