Exhibit 10.3


 


Execution Version


 


 


REGISTRATION RIGHTS AGREEMENT


 


BY AND AMONG


 


CERTARA, INC.


 


AND


 


THE PARTIES HERETO


 


Dated as of November 3, 2022


 


 






     


     


    

 


TABLE
OF CONTENTS


 


	 	Page
	 	 
	Article I DEFINITIONS	1




 


	 	Section 1.01.	Defined Terms	1
	 	Section 1.02.	Other Interpretive Provisions	6




 


	Article II REGISTRATION RIGHTS	7




 


	 	Section 2.01.	Demand Registration	7
	 	Section 2.02.	Shelf Registration	9
	 	Section 2.03.	Piggyback Registration	10
	 	Section 2.04.	Black-out Periods	12
	 	Section 2.05.	Registration Procedures	13
	 	Section 2.06.	Underwritten Offerings	18
	 	Section 2.07.	No Inconsistent Agreements; Additional Rights	19
	 	Section 2.08.	Registration Expenses	19
	 	Section 2.09.	Indemnification	20
	 	Section 2.10.	Rules 144 and 144A and Regulation S	23
	 	Section 2.11.	Limitation on Registrations and Underwritten Offerings	23
	 	Section 2.12.	Clear Market	23
	 	Section 2.13.	In-Kind Distributions	24




 


	Article III MISCELLANEOUS	24




 


	 	Section 3.01.	Term	24
	 	Section 3.02.	Injunctive Relief	24
	 	Section 3.03.	Attorneys’ Fees	24
	 	Section 3.04.	Notices	25
	 	Section 3.05.	Publicity and Confidentiality	25
	 	Section 3.06.	Amendment	25
	 	Section 3.07.	Successors, Assigns and Transferees	26
	 	Section 3.08.	Binding Effect	26
	 	Section 3.09.	Third Party Beneficiaries	27
	 	Section 3.10.	Governing Law; Jurisdiction	27
	 	Section 3.11.	Waiver of Jury Trial	27
	 	Section 3.12.	Severability	27
	 	Section 3.13.	Counterparts	27
	 	Section 3.14.	Headings	27
	 	Section 3.15.	Joinder	27
	 	Section 3.16.	Effectiveness	27




 






    i


     


    

 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of November 3, 2022, by and among the Company (as defined herein), the Institutional Investors (as defined
herein) set forth on Schedule A hereto and any other Person (as defined herein) who becomes a party hereto from time to time
in accordance with this Agreement.


 


WITNESSETH:


 


WHEREAS, the Company and certain other persons entered
into an Amended and Restated Registration Rights Agreement, dated December 10, 2020 (as amended, supplemented or otherwise modified
from time to time, the “A&R Registration Rights Agreement”); and


 


WHEREAS, on November 3,
2022, the Company and the Arsenal (as defined below) entered into a letter agreement (“Letter Agreement”) in connection
with the Sale Transaction (as that term is defined in the Letter Agreement, the “Sale Transaction”); and


 


WHEREAS, the A&R Registration
Rights Agreement will terminate in accordance with its terms in connection with the consummation of the Sale Transaction, and the Company
and the Arsenal Stockholders wish to enter into this Agreement in connection with the Sale Transaction, with this Agreement taking effect
upon the consummation of the Sale Transaction.


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that, subject to Section 3.16, in connection with the consummation
of the Sale Transaction, the A&R Registration Rights Agreement shall be terminated and this Agreement shall become effective as follows:


 


Article I


 


DEFINITIONS


 


Section 1.01.     Defined
Terms. As used in this Agreement, the following terms shall have the following meanings:


 


“A&R Registration Rights Agreement”
has the meaning set forth in the recitals of this Agreement.


 


“Acceptable Holders” means, individually
or collectively, the Arsenal Stockholders and their respective Permitted Assignees and Affiliates.


 


“Adverse Disclosure” means public
disclosure of material non-public information that, in the Board of Directors’ good faith judgment, after consultation with independent
outside counsel to the Company, would be required to be made in any Registration Statement filed with the SEC by the Company so that
such Registration Statement would not contain any untrue statement of material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not materially misleading and would not be required to be made at such time but for
the filing, effectiveness or use of such Registration Statement, but which information the Company has a bona fide, material business
purpose for not disclosing publicly.


 






     


     


    

 


“Affiliate” has the meaning specified
in Rule 12b-2 under the Exchange Act; provided, that no Holder shall be deemed an Affiliate of the Company or its Subsidiaries
for purposes of this Agreement; provided, further, that neither portfolio companies (as such term is commonly used in the
private equity industry) of Arsenal or any of their Investment Fund Affiliates nor limited partners, non-managing members or other similar
direct or indirect third party investors in Arsenal or any of their Investment Fund Affiliates shall be deemed to be Affiliates of any
Institutional Investor. The term “Affiliated” has a correlative meaning.


 


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


 


“Arsenal” means Arsenal Saturn
Holdings LP.


 


“Arsenal Stockholders” means
Arsenal, Arsenal Capital Partners III LP and Arsenal Capital Partners III-B LP.


 


“Board of Directors” means the
board of directors of the Company.


 


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


 


“Change of Control” means (a) the
sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries
on a consolidated basis as determined under section 271 of the Delaware General Corporation Law, to any “person” or
 “group” (as defined in section 13(d)(3) of the Exchange Act) (excluding the Acceptable Holders) or (b) any
person or group (excluding the Acceptable Holders) is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company
(a “Sale of Control”) and, following such Sale of Control, the Acceptable Holders cease to have the right to
designate a majority of the members of the Board of the Company; provided, however, notwithstanding anything to the contrary
in this definition or any provision of the Exchange Act, including section 13(d)-3 or 13(d)-5 of the Exchange Act and Rules 13d-3
and 13d-5 under the Exchange Act, (A) if any such person or group includes one or more Acceptable Holders, the issued and outstanding
Company Shares and Company Share Equivalents that are directly or indirectly owned by the Acceptable Holders that are part of such person
or group shall not be treated as being beneficially owned by such person or group or any other member of such group for purposes of this
definition, (B) such person or group shall not be deemed to beneficially own Company Shares and Company Share Equivalents to be
acquired by such person or group pursuant to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement
or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of Company
Shares and Company Share Equivalents in connection with the transactions contemplated by such agreement and (C) such person or group
will not be deemed to beneficially own Company Shares and Company Share Equivalents of another Person as a result of its ownership of
capital stock or other securities of such other Person or such Person’s parent (or related contractual rights) unless it owns 50%
or more of the total voting power of the capital stock or other securities entitled to vote for the election of directors or similar
governing body of such Person or such Person’s parent.


 


“Co-Investor” means each Person
who executes a joinder to the Purchase Agreement.


 


“Company” means Certara, Inc.,
a Delaware corporation, and any successors and assigns thereof.


 






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“Company Public Sale” means any
offering of the Company’s equity securities for its own account or for the account of any other Person(s).


 


“Company Share Equivalent” means
securities exercisable, exchangeable or convertible into Company Shares.


 


“Company Shares” means the shares
of voting common stock of the Company, any securities into which such shares of voting common stock shall have been changed, or any securities
resulting from any reclassification, recapitalization or similar transactions.


 


“Demand Company Notice” has the
meaning set forth in Section 2.01(c).


 


“Demand Notice” has the meaning
set forth in Section 2.01(a).


 


“Demand Registration” has the
meaning set forth in Section 2.01(a).


 


“Demand Registration Statement”
has the meaning set forth in Section 2.01(a).


 


“Demand Suspension” has the meaning
set forth in Section 2.01(d).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same
shall be in effect from time to time.


 


“FINRA” means the U.S. Financial
Industry Regulatory Authority.


 


“Form S-1” means a registration
statement on Form S-1 under the Securities Act, or any comparable or successor form or forms thereto.


 


“Form S-3” means a registration
statement on Form S-3 under the Securities Act, or any comparable or successor form or forms thereto.


 


“Form S-4” means a registration
statement on Form S-4 under the Securities Act, or any comparable or successor form or forms thereto.


 


“Form S-8” means a registration
statement on Form S-8 under the Securities Act, or any comparable or successor form or forms thereto.


 


“Holder” means (i) any holder
of Registrable Securities that is a party hereto or that succeeds to rights hereunder pursuant to Section 3.07 and (ii) any
Co-Investor who executes a joinder agreement, in form and substance reasonably acceptable to the Institutional Investors and the Company,
agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto.


 


“Impacted Holder” has the meaning
set forth in Section 3.06.


 


“Institutional Investors” means
the Arsenal Stockholders and any Permitted Assignee thereof that becomes a party hereto as an Institutional Investor, together with each
of their respective successors.


 


“Investment Fund”
means, collectively, (x) a private equity or other investment fund that (A) makes investments in multiple portfolio companies
and was not formed primarily to invest in the Company or its Subsidiaries or (B) is an alternative investment vehicle for a fund
described in clause (A) and (y) any Person directly or indirectly wholly-owned by any private equity or other investment fund
(or group of Affiliated private equity or other investment funds) described in clause (x) and/or any general partner or managing
member who is an Affiliate thereof.


 






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“Issuer Free Writing Prospectus”
means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.


 


“Letter Agreement” has the meaning
set forth in the recitals of this Agreement.


 


“Long-Form Registration”
has the meaning set forth in Section 2.01(a).


 


“Loss” or “Losses”
has the meaning set forth in Section 2.09(a).


 


“Majority Impacted Holders” means
the Impacted Holders holding a majority of the Registrable Securities held by all Impacted Holders as of the applicable date of determination.


 


“Marketed
Underwritten Offering” means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance
of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road
show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters
over a period of at least 48 hours.


 


“Marketed Underwritten Shelf Take-Down”
has the meaning set forth in Section 2.02(c)(iii).


 


“Marketed Underwritten Shelf Take-Down
Notice” has the meaning set forth in Section 2.02(c)(iii).


 


“Participating Holder” means,
with respect to any Registration, any Holder of Registrable Securities covered by the applicable Registration Statement.


 


“Permitted Assignee” has the
meaning set forth in Section 3.07(a).


 


“Person” means any individual,
partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof or any other entity.


 


“Piggyback Registration” has
the meaning set forth in Section 2.03(a).


 


“Prospectus” means the prospectus
included in any Registration Statement, all amendments and supplements to such prospectus, including pre- and post-effective amendments
to such Registration Statement, and all other material incorporated by reference in such prospectus.


 


“Purchase Agreement” has the
meaning set forth in Section 3.16.


 


“Registrable Securities” means
any Company Shares and any securities that may be issued or distributed or be issuable or distributable in respect of, or in substitution
for, any Company Shares by way of conversion, exercise, dividend, stock split or other distribution, merger, consolidation, exchange,
recapitalization or reclassification or similar transaction, in each case whether now owned or hereinafter acquired; provided,
however, that any such Registrable Securities shall cease to be Registrable Securities to the extent (i) a Registration Statement
with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities
have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Registrable
Securities have been distributed pursuant to Rule 144 or Rule 145 of the Securities Act (or any successor rule or other
exemption from the registration requirements of the Securities Act), (iii) a Registration Statement on Form S-8 (or any successor
form) covering the resale of such securities is effective, (iv) such security ceases to be outstanding or (v) when a Holder
(other than the Institutional Investors or any of their respective Affiliates) is able to dispose of such Registrable Securities held
by it pursuant to Rule 144 under the Securities Act without any limitation. “Registration” means a registration
with the SEC of the Company’s securities for offer and sale to the public under a Registration Statement. The terms “Register”
and “Registered” shall have correlative meanings.


 






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“Registration Expenses” has the
meaning set forth in Section 2.08.


 


“Registration Statement” means
any registration statement of the Company that covers Registrable Securities pursuant to the provisions of this Agreement filed with,
or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including any related Prospectus,
amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material
incorporated by reference in such registration statement.


 


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


 


“Rule 144” means Rule 144
(or any successor provisions) under the Securities Act.


 


“Sale Transaction” shall have
the meaning set forth in the recitals of this Agreement.


 


“SEC” means the Securities and
Exchange Commission.


 


“Securities Act” means the Securities
Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall
be in effect from time to time.


 


“Shelf Holder” has the meaning
set forth in Section 2.02(a).


 


“Shelf Period” has the meaning
set forth in Section 2.02(b).


 


“Shelf Registration” means a
Registration effected pursuant to Section 2.02.


 


“Shelf Registration Statement”
means a Registration Statement of the Company filed with the SEC on either (i) Form S-3 (or any successor or similar short-form
registration statement) or (ii) if the Company is not permitted to file a Registration Statement on Form S-3, a Registration
Statement on Form S-1 (or any successor or similar registration statement), in each case for an offering to be made on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision) covering all or any portion of the
Registrable Securities, as applicable.


 


“Shelf Take-Down” has the meaning
set forth in Section 2.02(c)(i).


 


“Short-Form Registration”
has the meaning set forth in Section 2.01(a).


 


“Special Registration” has the
meaning set forth in Section 2.12.


 






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“Stockholders
Agreement” means the Stockholders Agreement of the Company, dated as of the date hereof, by and among the Company and
the Arsenal Stockholders, as amended, supplemented or otherwise modified from time to time.


 


“Subsidiary”
means, with respect to any Person, any entity of which (i) a majority of the total voting power of shares of stock or equivalent
ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees
or other members of the applicable governing body thereof is at the time owned or controlled, directly or indirectly, by that Person
or one or more of the Subsidiaries of that Person or a combination thereof, or (ii) if no such governing body exists at such entity,
a majority of the total voting power of shares of stock or equivalent ownership interests of the entity is at the time owned or controlled,
directly or indirectly, by that 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, company, association or other business
entity if such Person or Persons shall be allocated a majority of limited liability company, company, association or other business entity
gains or losses or is (or controls) the managing member or general partner of such limited liability company, company, association or
other business entity.


 


“Underwritten Offering” means
a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for reoffering
to the public.


 


“Underwritten Shelf Take-Down Notice”
has the meaning set forth in Section 2.02(c)(ii).


 


Section 1.02.     Other
Interpretive Provisions. (a)  In this Agreement, except as otherwise provided:


 


(i)            A
reference to an Article, Section, Schedule or Exhibit is a reference to an Article or Section of, or Schedule or
Exhibit to, this Agreement, and references to this Agreement include any recital in or Schedule or Exhibit to this Agreement.


 


(ii)            The
Schedules and Exhibits form an integral part of and are hereby incorporated by reference into this Agreement.


 


(iii)            Headings
and the Table of Contents are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.


 


(iv)            Unless
the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include
the feminine and vice versa, and words importing persons include corporations, associations, partnerships, joint ventures and limited
liability companies and vice versa.


 


(v)            Unless
the context otherwise requires, the words “hereof” and “herein”, and words of similar meaning refer to this Agreement
as a whole and not to any particular Article, Section or clause. The words “include”, “includes” and “including”
shall be deemed to be followed by the words “without limitation.”


 


(vi)            A
reference to any legislation or to any provision of any legislation shall include any amendment, modification or re-enactment thereof
and any legislative provision substituted therefor.


 


(vii)            All
determinations to be made by the Institutional Investors hereunder shall be made by the Institutional Investors in their sole discretion,
and the Institutional Investors may determine, in their sole discretion, whether or not to take actions that are permitted, but not required,
by this Agreement to be taken by the Institutional Investors, including the giving of consents required hereunder.


 


(b)            The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of
intention 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 provisions of this Agreement.


 






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Article II


 


REGISTRATION
RIGHTS


 


Section 2.01.     Demand
Registration.


 


(a)            Demand
by Institutional Investors. At any time, subject to the terms of the Letter Agreement, the Institutional Investors may, subject to
Section 2.11, make a written request (a “Demand Notice”) to the Company for Registration of all or
part of the Registrable Securities held by the Institutional Investors (i) on Form S-1 (a “Long-Form Registration”)
or (ii) on Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short form
(any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each
Demand Notice shall specify the aggregate amount of Registrable Securities of the Institutional Investors to be registered and the intended
methods of disposition thereof. Subject to Section 2.11, after delivery of such Demand Notice, the Company (x) shall
file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or
(ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such
Demand Notice) with the SEC a Registration Statement (which the Company shall designate as an automatically effective Registration Statement
if the Company qualifies at such time to file such a Registration Statement) relating to such Demand Registration (a “Demand
Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to
promptly be declared effective under (x) the Securities Act (if such Registration Statement is not automatically effective) and
(y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably
requests.


 


(b)            Demand
Withdrawal. The Institutional Investors may withdraw their Registrable Securities from a Demand Registration at any time prior to
the effectiveness of the applicable Demand Registration Statement. Upon delivery of a notice by the Institutional Investors to such effect,
the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement. For the avoidance of doubt,
the Institutional Investors shall not have any liability or obligation to any other Holder following their determination to terminate,
withdraw and/or delay any Demand Registration initiated by them under this Section 2.01.


 


(c)            Demand
Company Notice. Subject to Section 2.11, promptly upon delivery of any Demand Notice (but in no event more than five (5) Business
Days following delivery of such Demand Notice), the Company shall deliver a written notice (a “Demand Company Notice”)
of any such Registration request to all Holders (other than the Institutional Investors), and the Company shall include in such Demand
Registration all such Registrable Securities of such Holders which the Company has received written requests for inclusion therein within
ten (10) Business Days after the date that such Demand Company Notice has been delivered. All requests made pursuant to this
Section 2.01(c) shall specify the aggregate amount of Registrable Securities of such Holder to be registered.


 






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(d)            Delay
in Filing; Suspension of Registration. If the Company shall furnish to the Participating Holders a certificate signed by the Chief
Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a
Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not
the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”);
provided, however, that the Company, unless otherwise approved in writing by the Institutional Investors, shall not be
permitted to exercise aggregate Demand Suspensions more than twice, or for more than an aggregate of sixty (60) days, in each case,
during any twelve (12) month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension
shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder
shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and
until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional
advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment
in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting
obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if
and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual
knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries,
(D) as required by law, rule or regulation, (E) for disclosures to potential limited partners or investors of a Participating
Holder who have agreed to keep such information confidential and (F) for disclosures to potential transferees of a Holder’s
Registrable Securities who have agreed to keep such information confidential. In the case of a Demand Suspension, the Participating Holders
agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of,
or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify
the Participating Holders upon the termination of any Demand Suspension, and (i) in the case of a Demand Registration Statement
that has not been declared effective, shall promptly thereafter file the Demand Registration Statement and use its reasonable best efforts
to have such Demand Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Demand
Registration Statement, shall amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not
contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer
Free Writing Prospectus as so amended or supplemented as the Participating Holders may reasonably request. The Company agrees, if necessary,
to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the
applicable Registration or by the instructions applicable to such registration form or by the Securities Act, or as may reasonably be
requested by the Institutional Investors.


  


(e)            Underwritten
Offering. If the Institutional Investors so request, an offering of Registrable Securities pursuant to a Demand Registration shall
be in the form of an Underwritten Offering, and the Institutional Investors shall have the right to select the managing underwriter or
underwriters to administer the offering. If the Institutional Investors intend to sell the Registrable Securities covered by their demand
by means of an Underwritten Offering, the Institutional Investors shall so advise the Company as part of its Demand Notice, and the Company
shall include such information in the Demand Company Notice.


 


(f)            Priority
of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten
Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing (with a copy provided
to the Institutional Investors requesting participation in such Demand Registration) that, in its or their opinion, the number of securities
requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have
a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered,
the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Holders
that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each
such Holder (provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated
among the remaining requesting Holders in like manner), (ii) second, and only if all the securities referred to in clause
(i) have been included in such Registration, the number of securities that the Company proposes to include in such Registration
that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iii) third,
and only if all of the securities referred to in clause (ii) have been included in such Registration, any other securities eligible
for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such
adverse effect.


 






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Section 2.02.     Shelf
Registration.


 


(a)            Filing.
If the Company is then eligible to Register on Form S-3, a Demand Registration may be in the form of a Shelf Registration Statement
on Form S-3 covering the Registrable Securities held by the Institutional Investors and the Demand Notice relating to such Demand
Registration shall so state (each such Holder delivering such a notice, a “Shelf Holder”).


 


(b)            Continued
Effectiveness. The Company shall use its reasonable best efforts to keep any Shelf Registration Statement filed pursuant to Section 2.02(a) continuously
effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until the earliest
of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration
Statement filed under the Securities Act (but in no event prior to the applicable period referred to in section 4(a)(3) of
the Securities Act and Rule 174 thereunder), (ii) the date as of which each of the Shelf Holders is permitted to sell its Registrable
Securities without Registration pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder and
(iii) such shorter period as the Institutional Investors with respect to such Shelf Registration shall agree in writing (such period
of effectiveness, the “Shelf Period”). Subject to Section 2.01(d), the Company shall not be deemed to have
used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily
takes any action or omits to take any action that would result in Shelf Holders not being able to offer and sell any Registrable Securities
pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (x) a Demand Suspension
permitted pursuant to Section 2.01(d) or (y) required by applicable law, rule or regulation.


 


(c)            Shelf
Take-Downs.


 


(i)            An
offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”)
may be initiated only by the Institutional Investors. Except as set forth in Section 2.02(c)(iii) with respect to Marketed
Underwritten Shelf Take-Downs, the Company shall not be required to permit the offer and sale of Registrable Securities by other Shelf
Holders in connection with any such Shelf Take-Down initiated by the Institutional Investors.


 


(ii)            Subject
to Section 2.11, if the Institutional Investors elect by written request to the Company, a Shelf Take-Down shall be in the
form of an Underwritten Offering (an “Underwritten Shelf Take-Down Notice”) and the Company shall amend or supplement
the Shelf Registration Statement for such purpose as soon as practicable. The Institutional Investors shall have the right to select
the managing underwriter or underwriters to administer such offering. The provisions of Section 2.01(f) shall apply
to any Underwritten Offering pursuant to this Section 2.02(c).


 






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(iii)            If
the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including
an “electronic road show”) or other marketing effort, which may be conducted confidentially, by the Company and the
underwriters over a period expected to exceed forty-eight (48) hours (a “Marketed Underwritten Shelf Take-Down”),
promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter),
the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such
Marketed Underwritten Shelf Take-Down to all Shelf Holders (other than the Institutional Investors), and the Company shall include in
such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are Registered on such Shelf Registration
Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities
of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within three (3) Business
Days after the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered.


 


Section 2.03.     Piggyback
Registration.


 


(a)            Participation.
If the Company at any time proposes to file a Registration Statement with respect to any Company Public Sale (other than (i)  a
Registration under Section 2.01 or Section 2.02, it being understood that this clause (i) does not limit
the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02 or otherwise limit the applicability
thereof, (ii) a Registration Statement on Form S-4 or Form S-8, (iii) a registration of securities solely relating
to an offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan
or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which
the Company is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend
reinvestment or similar plans or (vi) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent
transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and
that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may
resell such notes and sell the Company Shares into which such notes may be converted or exchanged), then, (A) as soon as practicable
(but in no event less than thirty (30) days prior to the proposed date of filing of such Registration Statement), the Company shall
give written notice of such proposed filing to the Institutional Investor, and such notice shall offer each Institutional Investor the
opportunity to Register under such Registration Statement such number of Registrable Securities as such Institutional Investor may request
in writing delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject
to Section 2.03(c), as soon as practicable after the expiration of such ten (10)- day period (but in no event less
than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice
of such proposed filing to the Holders (other than the Institutional Investor), and such notice shall offer each such Holder the opportunity
to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (10) days
of delivery of such written notice by the Company. Subject to Sections 2.03(b) and (c), the Company shall include
in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with
the immediately foregoing sentence (a “Piggyback Registration”); provided, that, if at any time after
giving written notice of its intention to Register any equity securities and prior to the effective date of the Registration Statement
filed in connection with such Piggyback Registration, the Company shall determine for any reason not to Register or to delay Registration
of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each
Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in
the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection
with such Registration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable),
without prejudice, however, to the rights of the Institutional Investors to request that such Registration be effected as a Demand Registration
under Section 2.01, and (2) in the case of a determination to delay Registering, in the absence of a request by the
Institutional Investors to request that such Registration be effected as a Demand Registration under Section 2.01, shall
be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering the other equity securities
covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall
so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request
for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with
the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions
of Section 2.03(b) and (c). If the offering pursuant to such Registration Statement is to be on any other basis,
the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder
making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such
arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b) and
(c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any
time prior to the effectiveness of such Registration Statement.


 






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(b)            Priority
of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities
included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration
in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such
offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price,
timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such
Registration shall be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person
(other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second,
and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion
of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number
shall be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number
of Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed
such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), and (iii) third,
and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities
eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having
such adverse effect in such Registration.


 


(c)            Restrictions
on Non-Institutional Investor Holders. Notwithstanding any provisions contained herein, Holders other than the Institutional Investors
shall not be able to exercise the right to a Piggyback Registration unless at least one Institutional Investor exercises its rights with
respect to such Piggyback Registration.


 


(d)            No
Effect on Demand Registrations. No Registration of Registrable Securities effected pursuant to a request under this Section 2.03
shall be deemed to have been effected pursuant to Section 2.01 or Section 2.02 or shall relieve the Company
of its obligations under Section 2.01 or Section 2.02.


 






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Section 2.04.     Black-out
Periods.


 


(a)            Black-out
Periods for Holders. In the event of a Company Public Sale of the Company’s equity securities in an Underwritten Offering,
each of the Holders agrees, if requested by the managing underwriter or underwriters in such Underwritten Offering, not to (1) offer
for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to,
result in the disposition by any Person at any time in the future of) any Company Shares (including Company Shares that may be deemed
to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may
be issued upon exercise of any options or warrants) or Company Share Equivalents or any other securities of the Company, (2) enter
into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of Company Shares, Company Share Equivalents or any other securities of the Company, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of Company Shares or other securities, in cash or otherwise, (3) make
any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to
the registration of any Company Shares or Company Share Equivalents or any other securities of the Company or (4) publicly disclose
the intention to do any of the foregoing without the prior written consent of the Company, in each case, during the period commencing
on the date of such offering and continuing for not more than sixty (60) days after the date of the underwriting agreement entered
into in connection with such Company Public Sale, to the extent timely notified in writing by the Company or the managing underwriter
or underwriters; provided, that no Holder shall be subject to any such black-out period of longer duration than that applicable
to any Institutional Investor and such restrictions shall be subject to customary exceptions typically included in underwriter lock-up
agreements, to the extent acceptable to the managing underwriter or underwriters. If requested by the managing underwriter or underwriters
of any such Company Public Sale, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the Company Shares or Company Share Equivalents (or other securities) subject to the foregoing restriction
until the end of the period referenced above.


 


(b)            Black-out
Period for the Company and Others. In the case of an offering of Registrable Securities pursuant to Section 2.01 or 2.02
that is a Marketed Underwritten Offering, the Company and each of the Holders agree, if requested by the managing underwriter or
underwriters with respect to such Marketed Underwritten Offering and only to the extent the Institutional Investors also agree, not to
(1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could
be expected to, result in the disposition by any Person at any time in the future of) any Company Shares (including Company Shares that
may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares
that may be issued upon exercise of any options or warrants) or Company Share Equivalents or any other securities of the Company, (2) enter
into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of Company Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery
of Company Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed
a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or Company Share Equivalents
or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing without the prior written
consent of the Company, in each case, during the period commencing on the date of such offering and continuing for not more than sixty (60)
days (or such lesser period as may be agreed by the managing underwriter or underwriters) after the date of the underwriting agreement
entered into in connection with such Marketed Underwritten Offering, to the extent timely notified in writing by an Institutional Investor
or the managing underwriter or underwriters, as the case may be; provided, that no Holder shall be subject to any such black-out
period of longer duration than that applicable to any Institutional Investor and such restrictions shall be subject to customary exceptions
typically included in underwriter lock-up agreements, to the extent acceptable to the managing underwriter or underwriters. Notwithstanding
the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods
described above if such sale or distribution is made pursuant to Registrations on Form S-4 or Form S-8 or as part of any Registration
of securities for offering and sale to employees, directors or consultants of the Company and its Subsidiaries pursuant to any employee
stock plan or other employee benefit plan arrangement. Without limiting the foregoing (but subject to Section 2.07), if after
the date hereof the Company or any of its Subsidiaries grants any Person (other than a Holder) any rights to demand or participate in
a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include
such Person’s agreement to comply with any black-out period required by this Section 2.04(b) as if it were a Holder
hereunder. If requested by the managing underwriter or underwriters of any such Marketed Underwritten Offering (and if and only if the
Institutional Investors agree to such request and enters into such separate agreement), the Holders shall execute a separate agreement
to the foregoing effect. Subject to the provisions of this Agreement, the Company shall be responsible for negotiating all lock-up agreements
with the managing underwriters and the Holders agree to execute the form so negotiated in accordance with the terms of this Agreement.
The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction
until the end of the period referenced above.


 






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Section 2.05.     Registration
Procedures.


 


(a)            In
connection with the Company’s Registration obligations under Sections 2.01, 2.02, and 2.03 and subject
to the applicable terms and conditions set forth therein, the Company shall use its reasonable best efforts to effect such Registration
to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously
as reasonably practicable, and in connection therewith the Company shall:


 


(i)            prepare
the required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith,
and before filing a Registration Statement, Prospectus or any Issuer Free Writing Prospectus, or any amendments or supplements thereto,
(x) furnish to the underwriters, if any, and the Institutional Investors, if applicable, copies of all documents prepared to be
filed, which documents shall be subject to the review of such underwriters and the Institutional Investors and their respective counsel
and (y) except in the case of a Registration under Section 2.03, not file any Registration Statement or Prospectus or
amendments or supplements thereto to which the Institutional Investors or the underwriters, if any, shall reasonably object;


 


(ii)            as
promptly as practicable and in accordance with the other provisions of this Agreement, file with the SEC a Registration Statement relating
to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use its
reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as soon as practicable;


 


(iii)            prepare
and file with the SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such
amendments or supplements to any Issuer Free Writing Prospectus as may be (x) reasonably requested by the Institutional Investors,
(y) reasonably requested by any other Participating Holder (to the extent such request relates to information relating to such Participating
Holder), or (z) necessary to keep such Registration effective for the period of time required by this Agreement, and comply with
provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration
Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such
Registration Statement;


 






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(iv)            promptly
notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing
and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when
the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus
or Issuer Free Writing Prospectus or any amendment or supplement thereto has been filed, (B) of any written comments by the SEC
or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement,
Prospectus or Issuer Free Writing Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending
the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the
use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus or the initiation or threatening of any proceedings
for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement
cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (F) of the receipt by
the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification
of the Registrable Securities for offering or sale in any jurisdiction;


 


(v)            promptly
notify the Participating Holders and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening
of any event as a result of which the applicable Registration Statement, the Prospectus included in such Registration Statement (as then
in effect) or any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary
to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Issuer Free Writing Prospectus, in
light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that
may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such
time period to amend or supplement such Registration Statement, Prospectus or Issuer Free Writing Prospectus in order to comply with
the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without
charge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration
Statement, Prospectus or Issuer Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;


 


(vi)            use
its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order suspending the use of any preliminary
or final Prospectus or any Issuer Free Writing Prospectus;


 


(vii)            promptly
incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment to the applicable Registration
Statement such information as the managing underwriter or underwriters and the Institutional Investors (to the extent the Institutional
Investors are participating in such Registration) agree should be included therein relating to the plan of distribution with respect
to such Registrable Securities, and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective
amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer
Free Writing Prospectus or post-effective amendment;


 






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(viii)            furnish
to each Participating Holder and each underwriter, if any, without charge, as many conformed copies as such Participating Holder or underwriter
may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial
statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);


 


(ix)            deliver
to each Participating Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each
preliminary Prospectus), any Issuer Free Writing Prospectus and any amendment or supplement thereto as such Participating Holder or underwriter
may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Issuer Free Writing Prospectus
and any amendment or supplement thereto by such Participating Holder and the underwriters, if any, in connection with the offering and
sale of the Registrable Securities thereby) and such other documents as such Participating Holder or underwriter may reasonably request
in order to facilitate the disposition of the Registrable Securities by such Participating Holder or underwriter;


 


(x)            on
or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to register
or qualify, and cooperate with the Participating Holders, the managing underwriter or underwriters, if any, and their respective counsel,
in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue
Sky” laws of each state and other jurisdiction of the United States as any Participating Holder or managing underwriter or underwriters,
if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable
to keep such registration or qualification in effect for such period as required by Section 2.02(b), provided, that
the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;


 


(xi)            cooperate
with the Participating Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery
of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities
to be in such denominations and registered in such names as the managing underwriters may request at least two (2) Business
Days prior to any sale of Registrable Securities to the underwriters;


 


(xii)            use
its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter
or underwriters, if any, to consummate the disposition of such Registrable Securities;


 


(xiii)            not
later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide
the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with
The Depository Trust Company or any other required depository;


 






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(xiv)            make
such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and scope
as are customarily made by issuers in secondary underwritten public offerings;


 


(xv)            enter
into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Institutional
Investors or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration
and disposition of such Registrable Securities;


 


(xvi)            obtain
for delivery to the Participating Holders and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the
Company dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing
under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating
Holders or underwriters, as the case may be, and their respective counsel;


 


(xvii)            in
the case of an Underwritten Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to
the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form
and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably
request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;


 


(xviii)            cooperate
with each Participating Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the FINRA;


 


(xix)            use
its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably
practicable, an earnings statement satisfying the provisions of section 11(a) of the Securities Act and the rules and
regulations promulgated thereunder;


 


(xx)            provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement
from and after a date not later than the effective date of such Registration Statement;


 


(xxi)            use
its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each
securities exchange on which any of the Company Shares are then listed or quoted and on each inter-dealer quotation system on which any
of the Company Shares are then quoted;


 


(xxii)            make
available upon reasonable notice at reasonable times and for reasonable periods for inspection by the Institutional Investors, by any
underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or
other agent retained by such Institutional Investors or any such underwriter, all pertinent financial and other records, pertinent corporate
documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public
accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply
all information reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable
them to exercise their due diligence responsibility; provided, that any such Person gaining access to information regarding the
Company pursuant to this Section 2.05(a)(xii) shall agree to hold in strict confidence and shall not make any disclosure
or use any information regarding the Company that the Company determines in good faith to be confidential, and of which determination
such Person is notified, unless (w) the release of such information is requested or required by law or by deposition, interrogatory,
requests for information or documents by a governmental entity, subpoena or similar process, (x) such information is or becomes
publicly known other than through a breach of this or any other agreement of which such Person has actual knowledge, (y) such information
is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information
is independently developed by such Person;


 






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(xxiii)            in
the case of an Underwritten Offering, cause the senior executive officers of the Company to participate in the customary “road
show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such Underwritten Offering
and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts
related thereto; and


 


(xxiv)            otherwise
comply in all material respects with all applicable rules and regulations of the SEC in connection with any Registration Statement
and the disposition of all Registrable Securities covered by such Registration Statement.


 


(b)            The
Company may require each Participating Holder to furnish to the Company such information regarding the distribution of such securities
and such other information relating to such Participating Holder and its ownership of Registrable Securities as the Company may from
time to time reasonably request in writing. Each Participating Holder agrees to furnish such information to the Company and to cooperate
with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.


 


(c)            Each
Participating Holder agrees that, upon delivery of any notice by the Company of the happening of any event of the kind described in Section 2.05(a)(iv)(C),
(D), or (E) or Section 2.05(a)(v), such Participating Holder will forthwith discontinue disposition of
Registrable Securities pursuant to such Registration Statement until (i) such Participating Holder’s receipt of the copies
of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 2.05(a)(v), (ii) such
Participating Holder is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus, as the case
may be, may be resumed, (iii) such Participating Holder is advised in writing by the Company of the termination, expiration or cessation
of such order or suspension referenced in Section 2.05(a)(iv)(C) or (E) or (iv) such Participating
Holder is advised in writing by the Company that the representations and warranties of the Company in such applicable underwriting agreement
are true and correct in all material respects. If so directed by the Company, such Participating Holder shall deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies then in such Participating Holder’s possession, of
the Prospectus or any Issuer Free Writing Prospectus covering such Registrable Securities current at the time of delivery of such notice.
In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be
maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice
to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies
of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 2.05(a)(v) or is
advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus may be resumed.


 






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Section 2.06.     Underwritten
Offerings.


 


(a)            Demand
and Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by the Institutional Investors
pursuant to a Registration under Section 2.01 or Section 2.02, as applicable, the Company shall enter into an
underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to
the Company, the Institutional Investors and the underwriters, and to contain such representations and warranties by the Company and
such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof
than those provided in Section 2.09. The Institutional Investors shall cooperate with the Company in the negotiation of such
underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating
Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and
warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily
made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations
of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements
with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements
regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s
authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with
respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder,
receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities
and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the
aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating
Holder’s net proceeds from such Underwritten Offering.


 


(b)            Piggyback
Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.03
and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested
by any Holder pursuant to Section 2.03 and subject to the provisions of Section 2.03(b) and (c), use its
reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers
in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed
by such underwriters in such Registration. The Participating Holders shall be parties to the underwriting agreement between the Company
and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements
on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders
in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any
such Participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters
in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder,
such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable
Securities, such Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability
of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to
the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made
by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating
Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten
Offering.


 






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(c)            Participation
in Underwritten Registrations. Subject to the provisions of Sections 2.06(a) and 2.06(b) above, no Person
may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the
basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms
of such underwriting arrangements.


 


(d)            Price
and Underwriting Discounts. In the case of an Underwritten Offering under Section 2.01 or Section 2.02, the
price, underwriting discount and other financial terms for the Registrable Securities shall be determined by the Institutional Investors
so long as all Registrable Securities are subject to the same financial terms.


 


Section 2.07.     No
Inconsistent Agreements; Additional Rights. The Company is not currently a party to, and shall not hereafter enter into without the
prior written consent of the Institutional Investors, any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders by this Agreement, including allowing any other holder or prospective holder of any securities of the Company
(a) registration rights in the nature or substantially in the nature of those set forth in Section 2.01, Section 2.02
or Section 2.03 that would have priority over the Registrable Securities with respect to the inclusion of such securities
in any Registration (except to the extent such registration rights are solely related to registrations of the type contemplated by Section 2.03(a)(iii) and
(iv)) or (b) demand registration rights in the nature or substantially in the nature of those set forth in Section 2.01
or Section 2.02 that are exercisable prior to such time as the Institutional Investors and the Holders can first exercise
their rights under Section 2.01 or Section 2.02, as applicable.


 


Section 2.08.     Registration
Expenses. The following expenses incident to the Company’s performance of or compliance with this Agreement shall be borne
equally by the Company and the Institutional Investors: (i) all registration and filing fees, and any other fees and expenses associated
with filings required to be made with the SEC, FINRA and if applicable, the fees and expenses of any “qualified independent underwriter,”
as such term is defined in FINRA Rule 5121 (or any successor provision), and of its counsel, (ii) all fees and expenses in
connection with compliance with any securities or “Blue Sky” laws (including fees and disbursements of counsel for the underwriters
in connection with “Blue Sky” qualifications of the Registrable Securities), (iii) all printing, duplicating, word processing,
messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in
a form eligible for deposit with The Depository Trust Company or any other required depositories and of printing Prospectuses and Issuer
Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants
of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) all
fees and expenses incurred in connection with the listing of Registrable Securities on any securities exchange or quotation of the Registrable
Securities on any inter-dealer quotation system, (vi) all applicable rating agency fees with respect to the Registrable Securities,
(vii) all reasonable fees and expenses of the Institutional Investors’ counsel, (viii) the reasonable fees and expenses
of one counsel to the other Holders (not including the Institutional Investors), which counsel shall be designated by other Holders holding
a majority of the Registrable Securities included in such Registration and may (but is not required to) be the same counsel for the Institutional
Investors, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all
fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, and (xi) all
expenses related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging. All such
expenses are referred to herein as “Registration Expenses.” All other expenses incident to the Company’s performance
of or compliance with this Agreement shall be paid by the Company, including all of the Company’s internal expenses (including
all salaries and expenses of its officers and employees performing legal or accounting duties). The Company shall not be required to
pay any underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.


 






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Section 2.09.     Indemnification.


 


(a)            Indemnification
by the Company. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each of the Holders, each
of their respective direct or indirect partners, members, managers or shareholders and each of such partner’s, member’s or
shareholder’s partners, members, managers or shareholders and, with respect to all of the foregoing Persons, each of their respective
Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act
or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments,
suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of preparation and investigation
and legal expenses) (each, a “Loss” and collectively, “Losses”) arising out of or based
upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which
such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained
therein or any amendment or supplement thereto or any documents incorporated by reference therein), any Issuer Free Writing Prospectus
or amendment or supplement thereto, or any other disclosure document produced by or on behalf of the Company or any of its Subsidiaries
including reports and other documents filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or
Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, (iii) any violation or
alleged violation by the Company of any federal, state or common law rule or regulation applicable to the Company or any of its
Subsidiaries in connection with any such registration, qualification, compliance or sale of Registrable Securities, (iv) any failure
to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in
writing that the Company (the undertaking of any underwriter being attributed to the Company) will undertake such registration or qualification
on behalf of the Holders of such Registrable Securities (provided, that, in such instance, the Company shall not be so liable
if it has undertaken its reasonable best efforts to so register or qualify such Registrable Securities) or (v) any actions or inactions
or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto, and the Company will reimburse,
as incurred, each such Holder and each of their respective direct or indirect partners, members or shareholders and each of such partner’s,
member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their
respective Affiliates, employees, directors, officers, trustees or agents and controlling Persons and each of their respective Representatives,
for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage,
liability or action; provided, that the Company shall not be liable to any particular indemnified party to the extent that any
such Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made
in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Company
by such indemnified party expressly for use in the preparation thereof or (B) an untrue statement or omission in a preliminary Prospectus
relating to Registrable Securities, if a Prospectus (as then amended or supplemented) that would have cured the defect was furnished
to the indemnified party from whom the Person asserting the claim giving rise to such Loss purchased Registrable Securities at least
five (5) days prior to the written confirmation of the sale of the Registrable Securities to such Person and a copy of such
Prospectus (as amended and supplemented) was not sent or given by or on behalf of such indemnified party to such Person at or prior to
the written confirmation of the sale of the Registrable Securities to such Person. This indemnity shall be in addition to any liability
the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder. The Company shall also indemnify
underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their
officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the
same extent as provided above with respect to the indemnification of the indemnified parties.


 






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(b)            Indemnification
by the Participating Holders. Each Participating Holder agrees (severally and not jointly) to indemnify and hold harmless, to the
fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning
of the Securities Act or the Exchange Act), and each other Holder, each of such other Holder’s respective direct or indirect partners,
members, managers or shareholders and each of such partner’s, member’s or shareholder’s partners, members, managers
or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers,
trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each
of their respective Representatives from and against any Losses resulting from (i) any untrue statement or alleged untrue statement
of a material fact in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including
any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by
reference therein) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus,
preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in
each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission)
is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement
and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person
asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus
or other document, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for
use therein. In no event shall the liability of such Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation.


 


(c)            Conduct
of Indemnification Proceedings. Any Person entitled to indemnification under this Section 2.09 shall (i) give prompt
written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, that any delay
or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent,
if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, that any Person entitled
to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim,
but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in
writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a
reasonable time after delivery of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably
satisfactory to such Person, (C) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may
be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying
party, or (D) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist
between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party
in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the
indemnifying party shall not have the right to settle such action, consent to entry of any judgment or enter into any settlement, in
each case without the prior written consent of the indemnified party, unless the entry of such judgment or settlement (i) includes
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all
liability in respect to such claim or litigation and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of such indemnified party, and provided, that any sums payable in connection with such settlement
are paid in full by the indemnifying party. If such defense is not assumed by the indemnifying party, the indemnifying party will not
be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld.
It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 2.09(c),
in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or
other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the employment
of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably
concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to
those available to the other indemnified parties, or (z) a conflict or potential conflict exists or may exist (based upon advice
of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying
party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.


 






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(d)            Contribution.
If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section 2.09 is unavailable
to an indemnified party or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements
or omissions that resulted in such losses, as well as any other relevant equitable considerations. In connection with any Registration
Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on
the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the
indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 2.09(d) were
determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations
referred to in this Section 2.09(d). 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 amount
paid or payable by an indemnified party as a result of the Losses referred to in Sections 2.09(a) and 2.09(b) shall
be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.09(d),
in connection with any Registration Statement filed by the Company, a Participating Holder shall not be required to contribute any amount
in excess of the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such
contribution obligation less any amount paid by such Holders pursuant to Section 2.09(b). If indemnification is available
under this Section 2.09, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 2.09(a) and
2.09(b) hereof without regard to the provisions of this Section 2.09(d).


 


(e)            No
Exclusivity. The remedies provided for in this Section 2.09 are not exclusive and shall not limit any rights or remedies
which may be available to any indemnified party at law or in equity or pursuant to any other agreement.


 


(f)            Conflicts.
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in conflict with the foregoing provisions in this Section 2.09,
the provisions in the underwriting agreement shall control.


 


(g)            Survival.
The indemnities provided in this Section 2.09 shall survive the transfer of any Registrable Securities by such Holder.


 






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Section 2.10.     Rules 144
and 144A and Regulation S. The Company covenants that it will file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file
such reports, it will, upon the reasonable request of the Institutional Investors, make publicly available such necessary information
for so long as necessary to permit sales pursuant to Rules 144, 144A or Regulation S under the Securities Act), and it will
take such further action as the Institutional Investors may reasonably request, all to the extent required from time to time to enable
the Holders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided
by (i) Rules 144, 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time,
or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of a Holder, the Company will
deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.


 


Section 2.11.     Limitation
on Registrations and Underwritten Offerings. Notwithstanding the rights and obligations set forth in Sections 2.01 and
2.02, in no event shall the Company be obligated to take any action to (i) effect more than four (4) Demand Registrations,
(ii) effect more than one (1) Underwritten Offering in any consecutive 90-day period, (iii) effect more than two (2) Underwritten
Offerings in any consecutive 360-day period, or (iii) effect any Underwritten Offering unless the Institutional Investors initiating
such Underwritten Offering propose to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross
aggregate price (before deduction of underwriter commissions and offering expenses) of at least $50,000,000.


 


Section 2.12.     Clear
Market. With respect to any Underwritten Offerings of Registrable Securities by the Institutional Investors pursuant to this Agreement,
the Company agrees not to effect (other than pursuant to the Registration applicable to such Underwritten Offering or pursuant to a Special
Registration) any public sale or distribution, or to file any Registration Statement (other than pursuant to the Registration applicable
to such Underwritten Offering or pursuant to a Special Registration) covering any of its equity securities or any securities convertible
into or exchangeable or exercisable for such securities, during the period not to exceed ten (10) days prior and sixty (60)
days following the effective date of such offering or such longer period up to sixty (60) days as may be requested by the managing
underwriter for such Underwritten Offering. “Special Registration” means the registration of (A) equity securities
and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 or (B) shares of equity securities
and/or options or other rights in respect thereof to be offered to directors, employees, consultants, customers, lenders or vendors of
the Company or its Subsidiaries or in connection with dividend reinvestment plans.


 






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Section 2.13.     In-Kind
Distributions. If any Institutional Investor, as an Investment Fund or an Affiliate of an Investment Fund, seeks to effectuate an
in-kind distribution of all or part of its Company Shares to its direct or indirect equityholders, the Company will reasonably cooperate
with and assist such Institutional Investor, such equityholders and the Company’s transfer agent to facilitate such in-kind distribution
in the manner reasonably requested by such Institutional Investor (including the delivery of instruction letters by the Company or its
counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company and the delivery of
Company Shares without restrictive legends, to the extent no longer applicable) and any such equityholder shall, with its consent and
with the consent of such Institutional Investor, be treated as an Institutional Investor and/or Holder (as determined by such Institutional
Investor) for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as an Institutional Investor and/or
Holder, as applicable.


 


Article III


 


MISCELLANEOUS


 


Section 3.01.     Term.


 


(a)            This
Agreement shall terminate with respect to any Holder (i) with the prior written consent of the Institutional Investors in connection
with the consummation of a Change of Control, (ii) for those Holders (other than the Institutional Investors) that beneficially
own less than five percent (5%) of the Company’s outstanding Company Shares, if all of the Registrable Securities then owned
by such Holder could be sold in any ninety (90)-day period pursuant to Rule 144 or (iii) as to any Holder, if all of the
Registrable Securities held by such Holder have been sold or otherwise transferred in a Registration pursuant to the Securities Act or
pursuant to an exemption therefrom.


 


(b)            Notwithstanding
the foregoing, the provisions of Sections 2.09, 2.10 and 2.13 and all of this Article III shall
survive any such termination. Upon the written request of the Company, each Holder agrees to promptly deliver a certificate to the Company
setting forth the number of Registrable Securities then beneficially owned by such Holder.


 


Section 3.02.     Injunctive
Relief. It is hereby agreed and acknowledged that it will be impossible to measure in money the damage that would be suffered if
the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved
Person will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition
to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce
such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties
hereto shall raise the defense that there is an adequate remedy at law.


 


Section 3.03.     Attorneys’
Fees. In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted
as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’
fees in addition to any other available remedy.


 






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Section 3.04.     Notices.
Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications
authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given (a) when
personally delivered, (b) the day following the day (except if not a Business Day then the next Business Day) on which the same
has been delivered prepaid to a reputable national air courier service, (c) when transmitted via email (including via attached pdf
document) to the email address set out below or on Schedule A, as applicable, on the same day such email is transmitted or
(d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each
case, to the respective parties, as applicable, at the address or email address set forth below or on Schedule A hereto,
as applicable (or such other address or email address as any Holder may specify by notice to the Company in accordance with this Section 3.04):


  


(a)            For
notices and communications to the Company, to:


 


Certara, Inc.

100 Overlook Center, Suite 101 


Princeton, NJ 08540

Attention:     Richard Traynor


Email:          [                ]


 


with a copy to (which shall not constitute actual or constructive
notice):


 


Simpson Thacher & Bartlett LLP 


425 Lexington Avenue 


New York, New York 10017 


Attention: Michael T. Holick 


Email:
[            ]


 


Simpson Thacher & Bartlett LLP

2475 Hanover Street 


Palo
Alto, CA 94304

Attention: William Brentani and Frederick W.P. de Albuquerque

Email: [                  ]


 


(b)            For
notices and communications to the Institutional Investors, at the address or email address set forth on Schedule A hereto.


 


Section 3.05.     Publicity
and Confidentiality. Each of the parties hereto shall keep confidential this Agreement and the transactions contemplated hereby,
and any nonpublic information received pursuant hereto, and shall not disclose, issue any press release or otherwise make any public
statement relating hereto or thereto without the prior written consent of the Company and the Institutional Investors unless so required
by applicable law or any governmental authority; provided, that no such written consent shall be required (and each party shall
be free to release such information) for disclosures (a) to each party’s partners, members, advisors, employees, agents, accountants,
trustee, attorneys, Affiliates and investment vehicles managed or advised by such party or the partners, members, advisors, employees,
agents, accountants, trustee or attorneys of such Affiliates or managed or advised investment vehicles, in each case so long as such
Persons agree to keep such information confidential, (b) to the extent required by law, rule or regulation or (c) expressly
permitted by this Agreement.


 


Section 3.06.     Amendment.
The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing executed
by the Company and the Institutional Investors; provided, however, that any modification, amendment or waiver of this Agreement
that would subject any Holder (other than the Institutional Investors) to materially adverse disproportionate treatment relative to the
other Holders (other than the Institutional) taking into account and considering the rights of such Holder prior to such amendment, modification
or waiver (each such Holder, an “Impacted Holder”) shall require the agreement of the Majority Impacted Holders;
provided, further, that any modification, amendment or waiver of Section 2.02(c), Section 2.03,
Section 2.04 or Section 3.06 of this Agreement (or to any defined term used in any such Section of this
Agreement) that would materially and adversely affect the rights of any Holder (other than the Institutional Investors) or any other
modification, amendment or waiver of this Agreement that would impose upon any Holder (other than the Institutional Investors) any additional
material obligation or would materially and adversely affect the rights of any Holder (other than the Institutional Investors) under
Section 2.09 of this Agreement shall require the agreement of the adversely affected Holders (other than the Institutional
Investors) holding a majority of the Registrable Securities held by all such adversely affected Holders (other than the Institutional
Investors) as of the applicable date of determination; provided, further, that notwithstanding the foregoing proviso, the
Institutional Investors may waive Section 2.04(a) or Section 2.04(b) without the consent of any other
Holder, provided, further, that, in the event the Institutional Investors no longer hold any Company Shares, this Agreement
may be amended, modified, supplemented, restated, waived or terminated with the written consent of (a) the Company and (b) the
Holders holding a majority of the Company Shares held by the Holders. No waiver by any party of any of the provisions hereof will be
effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence,
no action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, will be deemed
to constitute a waiver by the party taking such action of compliance with any covenants or agreements contained herein. The waiver by
any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.


 






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Section 3.07.     Successors,
Assigns and Transferees.


 


(a)            The
rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company
and (ii) the Institutional Investors; provided, however, that notwithstanding the foregoing, the rights and obligations
set forth herein may be assigned, in whole or in part, without such consent by any Institutional Investor to (A) an Affiliate of
such Institutional Investor that holds Company Shares or (B) any Person who receives Company Shares upon a distribution in kind
by Arsenal and who is not permitted under Rule 144 under the Securities Act to dispose of such Company Shares without limitation
(each Person to whom the rights and obligations are assigned in compliance with this Section 3.07 is a “Permitted
Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further,
that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement,
in form and substance reasonably acceptable to the Institutional Investors and the Company, agreeing to be bound by the terms and conditions
of this Agreement as if such Person were a party hereto (together with any other documents the Institutional Investors and the Company
reasonably determine are necessary to make such Person a party hereto), whereupon such Person will be treated as an Institutional Investor
and/or Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as an Institutional
Investor and/or Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder
prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable
Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).


 


(b)            Nothing
herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Stockholders Agreement, the Letter Agreement,
or any other agreement to which any Holder may be a party.


 


Section 3.08.     Binding
Effect. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement shall be binding on and inure
to the benefit of each of the parties hereto and their respective successors.


 






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Section 3.09.     Third
Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person not
a party hereto (other than those Persons entitled to indemnity or contribution under Section 2.09, each of whom shall be
a third party beneficiary thereof) any right, remedy or claim under or by virtue of this Agreement.


 


Section 3.10.     Governing
Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE
BROUGHT AND ENFORCED EXCLUSIVELY IN THE COURTS OF THE STATE OF DELAWARE OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFOR)
THE U.S. DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING.


 


Section 3.11.     Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 3.11.


 


Section 3.12.     Severability.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 3.13.     Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute
one and the same agreement.


 


Section 3.14.     Headings.
The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions hereof.


 


Section 3.15.     Joinder.
Any Person that holds Company Shares may, with the prior written consent of the (i) the Company and (ii) the Institutional
Investors, be admitted as a party to this Agreement upon its execution and delivery of a joinder agreement, in form and substance reasonably
acceptable to the (i) Company and (ii) Institutional Investors, agreeing to be bound by the terms and conditions of this Agreement
as if such Person were a party hereto (together with any other documents the Institutional Investors determine are necessary to make
such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement.


 


Section 3.16.     Effectiveness.
This Agreement shall only become effective, and the A&R Registration Rights Agreement will only be terminated, subject to, and on
and from, the consummation of the Sale Transaction occurring under the Purchase Agreement (as that term is defined in the Letter Agreement,
being the “Purchase Agreement”). Notwithstanding anything else in this Agreement, this Agreement shall terminate automatically
and have no force or effect upon termination of the Purchase Agreement without the Sale Transaction having occurred.


 


[Remainder of Page Intentionally Blank]


 






    27 


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


	 	CERTARA, INC.




 


		By:	/s/ William Feehery



		Name:	William Feehery
		Title:	CEO



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


	 	INSTITUTIONAL INVESTORS:
	 	 
	 	ARSENAL SATURN HOLDINGS LP



  


		By:	Arsenal Capital Investment VI LP, its general partner



 


		By:	Arsenal Group LLC, its general partner



 





		By:	/s/ Frank Scrudato



		Name:	Frank Scrudato
		Title:	CFO



 


	 	ARSENAL CAPITAL PARTNERS III LP



 


		By:	Arsenal Capital Investment III LP, its general partner



 


		By:	Arsenal Group LLC, its general partner



 








		By:	/s/ Frank Scrudato



		Name:	Frank Scrudato
		Title:	CFO



 


	 	ARSENAL CAPITAL PARTNERS III-B LP




 


		By:	Arsenal Capital Investment III LP, its general partner



 


		By:	Arsenal Group LLC, its general partner



 


		By:	/s/ Frank Scrudato




		Name:	Frank Scrudato



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


Schedule A


 


	INSTITUTIONAL INVESTORS	FOR PURPOSES OF SECTION 3.04,

 WITH A COPY (WHICH SHALL NOT

 CONSTITUTE NOTICE) TO:
	
    Arsenal Saturn Holdings LP

    c/o Arsenal Capital Management LP

    100 Park Avenue, 31st Floor

    New York, NY 10017

    Attention: Chief Financial Officer, Frank Scrudato

    Email: [                                          ]

     
	
    Kirkland & Ellis LLP

    300 North LaSalle

    Chicago, Illinois 60654

    Attention: Ted M. Frankel, P.C. and Robert E. Goedert, P.C.

    Email:
    [                                            ]

	
    Arsenal Capital Partners III LP

    c/o Arsenal Capital Management LP

    100 Park Avenue, 31st Floor

    New York, NY 10017

    Attention: Chief Financial Officer, Frank Scrudato

    Email: [                                          ]

     
	
    Kirkland & Ellis LLP

    300 North LaSalle

    Chicago, Illinois 60654

    Attention: Ted M. Frankel, P.C. and Robert E. Goedert, P.C.

    Email:
    [                                            ]

	
    Arsenal Capital Partners III-B LP

    c/o Arsenal Capital Management LP

    100 Park Avenue, 31st Floor

    New York, NY 10017

    Attention: Chief Financial Officer, Frank Scrudato

    Email: [                                         ]

     
	
    Kirkland & Ellis LLP

    300 North LaSalle

    Chicago, Illinois 60654

    Attention: Ted M. Frankel, P.C. and Robert E. Goedert, P.C.

    Email:
    [                                            ]