Exhibit 10.2


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


 


This Registration Rights and
Lock-Up Agreement (this “Agreement”) is made and entered into as of November 16, 2022 and effective as of the Second
Effective Time (as defined in the Business Combination Agreement (as defined below)) by and among Calculator New Pubco, Inc., a Delaware
corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder”
and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to
such term in the Business Combination Agreement.


 


RECITALS


 


WHEREAS, the Company is party
to that certain Business Combination Agreement, dated as of the date hereof (the “Business Combination Agreement”),
by and among the Company, Quantum FinTech Acquisition Corporation, a Delaware corporation (together with its successors, the “Purchaser”),
Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub 1”),
Calculator Merger Sub 2, Inc., a Wyoming corporation and a wholly-owned subsidiary of the Company (“Merger Sub 2”),
AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp, a Delaware corporation, and Robert
McBey, pursuant to which, among other things, (a) Purchaser will merge with and into Merger Sub 1 (the “First Merger”),
with Purchaser being the surviving entity and a wholly owned subsidiary of the Company, and (b) following the First Merger, Merger Sub
2 will merge with and into AtlasClear, with AtlasClear being the surviving entity and becoming a wholly owned subsidiary of the Company
(the “Second Merger”);


 


WHEREAS, the Purchaser and
certain of the Holders designated as Original Holders on Schedule A hereto (the “Original Holders”) are parties to
that certain Registration Rights Agreement, dated as of February 4, 2021 (the “Prior Agreement”);


 


WHEREAS, the Original Holders
currently hold an aggregate of 5,031,250 shares of the Purchaser’s common stock, par value $0.0001 per share (the “Purchaser
Common Stock”) (excluding shares of Purchaser Common Stock underlying the Purchaser Private Placement Warrants (as defined below));


 


WHEREAS, certain of the Original
Holders currently hold an aggregate of 6,153,125 warrants (the “Purchaser Private Placement Warrants”) to purchase,
at an exercise price of $11.50 per share, an aggregate of 6,153,125 shares of Purchaser Common Stock;


 


WHEREAS, at the First Effective
Time, pursuant to the First Merger and subject to, and in accordance with, the Business Combination Agreement, the shares of Purchaser
Common Stock held by the Original Holders will be automatically cancelled and extinguished and converted into an equal number of shares
of common stock of the Company, par value $0.0001 per share (the “Common Stock”);


 


WHEREAS, at the First Effective
Time, pursuant to the First Merger and subject to, and in accordance with, the Business Combination Agreement, the Purchaser Private Placement
Warrants held by certain of the Original Holders will be assumed by the Company and converted into warrants (the “Private Placement
Warrants”) to purchase, at an exercise price of $11.50 per share, an aggregate of 6,153,125 shares of Common Stock;


 






     


     


    

 


WHEREAS, at the Second Effective
Time, pursuant to the Second Merger and subject to, and in accordance with, the Business Combination Agreement, the shares of common stock
of AtlasClear held by certain of the Holders designated as New Holders on Schedule A hereto (the “New Holders”) will
be automatically cancelled and extinguished and converted into the right to receive the Merger Consideration (as defined in the Business
Combination Agreement);


 


WHEREAS, following the closing
of the transactions contemplated by the Business Combination Agreement, the New Holders may receive Earnout Shares (as defined in the
Business Combination Agreement);


 


WHEREAS, the parties to the
Prior Agreement desire to terminate the Prior Agreement effective following the closing of the transactions contemplated by the Business
Combination Agreement; and


 


WHEREAS, in connection with
the transactions contemplated by the Business Combination Agreement, the Company and the Holders desire to enter into this Agreement,
pursuant to which the Company shall grant the Holders certain registration rights following the closing of the transactions contemplated
by the Business Combination Agreement with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein, the parties agree as follows:


 


ARTICLE I


DEFINITIONS


 


Section 1.1 Definitions. For
purposes of this Agreement, the following terms and variations thereof have the meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or Chief Financial Officer of the Company, after consultation with outside counsel to the Company, (i) would be required
to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case
of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would
not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide
business purpose for not making such information public.


 


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


 


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


 






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“Business Combination
Agreement” shall have the meaning given in the Recitals hereto.


 


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


 


“Change in Control”
means the transfer (whether by tender offer, merger, stock purchase, consolidation or other similar transaction), in one transaction or
a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities if, after such transfer,
such person or group of affiliated persons would hold more than 50% of outstanding voting securities of the Company (or surviving entity)
or would otherwise have the power to control the Board or to direct the operations of the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


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


 


“Company Shelf Takedown
Notice” shall have the meaning given in subsection 2.1.4.


 


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


 


“Demand Requesting
Holder” shall have the meaning given in subsection 2.2.1.


 


“Demanding Holders”
shall have the meaning given in subsection 2.2.1.


 


“Effectiveness Deadline”
shall have the meaning given in subsection 2.1.1.


 


“Escrow Agent” shall have the
meaning given in subsection 5.1.2.


 


“Escrow Agreement” shall have
the meaning given in subsection 5.1.2.


 


“Escrow Shares” shall have the
meaning given in subsection 5.1.2.


 


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


 


“Form S-1” means a Registration
Statement on Form S-1. 


 


“Form S-3” means a Registration
Statement on Form S-3.


  


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


 


“Lock-up Period” shall have
the meaning given in subsection 5.1.1.


 






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“Maximum Number of Securities”
shall have the meaning given in subsection 2.2.4.


 


“Minimum Amount”
shall have the meaning given in subsection 2.1.4.


 


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


 


“New Holders”
shall have the meaning given in the Recitals hereto.


 


“New Registration Statement”
shall have the meaning given in subsection 2.1.5.


 


“Original Holders” shall have
the meaning given in the Recitals hereto.


 


“Piggyback Registration” shall
have the meaning given in subsection 2.3.1.


 


“Prior Agreement” shall have
the meaning given in the Recitals hereto.


 


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


 


“Pro Rata” shall have the meaning
given in subsection 2.2.4.


 


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


 


“Purchaser Common
Stock” shall have the meaning given in the Recitals hereto.


 


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


 


“Registrable Security”,
“Registrable Securities” shall mean (a) the Private Placement Warrants (including any shares of Common Stock issued
or issuable upon the exercise of any such Private Placement Warrants), (b) any outstanding share of Common Stock or any other equity
security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held
by a Holder as of the Closing Date (including the Escrow Shares), (c) the Earnout Shares and (d) any other equity security of the
Company issued or issuable with respect to any such security described in (a), (b) or (c) above by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have
been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been
otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such
securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions
or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or
other public securities transaction.


 






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


 


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


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Common Stock is then listed;


 


(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable and documented fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger,
telephone and delivery expenses;


 


(D) reasonable and documented
fees and disbursements of counsel for the Company;


 


(E) reasonable and documented
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(F) reasonable and documented
fees and expenses of one (1) legal counsel selected by (i) the majority-in-interest of the Demanding Holders initiating a Demand
Registration to be registered for offer and sale in the applicable Registration, (ii) the majority-in-interest of the Demanding Holders
initiating a Shelf Underwritten Offering, or (iii) the majority-in-interest of participating Holders under Section 2.1 if the Registration
was initiated by the Company for its own account or that of a Company stockholder other than pursuant to rights under this Agreement,
in each case to be registered for offer and sale in the applicable Registration.


 


“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Resale Shelf Registration
Statement” shall have the meaning given in subsection 2.1.1.


 






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


 


“SEC Guidance”
shall have the meaning given in subsection 2.1.5.


 


“Shelf Takedown Notice”
shall have the meaning given in subsection 2.1.4.


 


“Shelf Underwritten
Offering” shall have the meaning given in subsection 2.1.4.


 


“SUO Requesting Holder”
shall have the meaning given in subsection 2.1.4.


 


“Transfer”
means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or
involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment,
pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest)
in, or the ownership, control or possession of, any interest owned by a person.


 


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


 


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


 


ARTICLE II


REGISTRATION 


 


Section 2.1 Resale Shelf
Registration Rights


 


2.1.1 Registration
Statement Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with the
Commission, no later than forty-five (45) days following the Closing Date, a Registration Statement to permit the public resale of all
the Registrable Securities held by the Holders from time to time as permitted by Rule 415 of the Securities Act or any successor thereto
on the terms and conditions specified in this subsection 2.1.1 (the “Resale Shelf Registration Statement”).
The Resale Shelf Registration Statement shall be on Form S-1 (or such other form of registration statement as is then available to permit
Registration of such Registrable Securities for resale). The Company shall use reasonable best efforts to cause the Resale Shelf Registration
Statement to be declared effective as soon as possible after filing, but in no event later than sixty (60) days following the filing deadline
(the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after
the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. Once effective, the Company
shall use reasonable best efforts to cause the Resale Shelf Registration Statement to remain effective and to be supplemented and amended
to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration
Statement is available, under the Securities Act at all times until all Registrable Securities have been disposed of in accordance with
the intended method(s) of distribution set forth in such Registration Statement or have ceased to be Registrable Securities. The Registration
Statement filed with the Commission pursuant to this subsection 2.1.1 shall contain a prospectus in such form as to permit any
Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted
by the Commission then in effect) at any time beginning on the effective date for such Registration Statement (subject to lock-up restrictions
provided in Section 5.1 of this Agreement), and shall provide that such Registrable Securities may be sold pursuant to any method
or combination of methods legally available to, and requested by, Holders. The Company shall use reasonable best efforts to convert the
Resale Shelf Registration Statement on Form S-1 to a Resale Shelf Registration Statement on Form S-3 as promptly as
practicable after the Company is eligible to use a Resale Shelf Registration Statement on Form S-3 and have the Resale
Shelf Registration Statement on Form S-3 declared effective as promptly as practicable and to cause such Resale Shelf Registration
Statement on Form S-3 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration
Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all
times until all Registrable Securities have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or have ceased to be Registrable Securities.


 






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


 


2.1.3 Amendments
and Supplements. Subject to the provisions of Section 2.1.1 above, the Company shall promptly prepare and file with the Commission
from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith
as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act
with respect to the disposition of all the Registrable Securities. If any Resale Shelf Registration Statement filed pursuant to Section
2.1.1 is filed on Form S-3 and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall promptly
notify the Holders of such ineligibility and use its reasonable best efforts to file a shelf registration on an appropriate form as promptly
as practicable to replace the shelf registration statement on Form S-3 and have such replacement Resale Shelf Registration Statement declared
effective as promptly as practicable and to cause such replacement Resale Shelf Registration Statement to remain effective, and to be
supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available,
that another Resale Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until
all such Registrable Securities have ceased to be Registrable Securities; provided, however, that at any time the Company once again becomes
eligible to use Form S-3, the Company shall cause such replacement Resale Shelf Registration Statement to be amended, or shall file a
new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is once again on Form S-3.


 


2.1.4 At
any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or
subsection 2.1.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that
is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”); provided that such Holder(s)
reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $15,000,000 from such Shelf Underwritten
Offering (such amount of Registrable Securities, as applicable, the “Minimum Amount”). All requests for a Shelf Underwritten
Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice
shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected
price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within two (2) business days after receipt
of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders
of Registrable Securities (the “Company Shelf Takedown Notice”) and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Shelf Underwritten Offering
(each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Shelf Underwritten Offering, a
“SUO Requesting Holder”) shall so notify the Company of its intent to participate in such Shelf Underwritten Offering,
in writing, within three (3) business days after the receipt by such Holder of the Company Shelf Takedown Notice. Upon receipt by the
Company of any such written notification from a SUO Requesting Holder(s) to the Company, subject to the provisions of subsection 2.2.4,
the Company shall include in such Shelf Underwritten Offering all Registrable Securities of such SUO Requesting Holder(s). The Company
shall, together with all participating Holders of Registrable Securities of the Company proposing (and permitted) to distribute their
securities through such Shelf Underwritten Offering, enter into an underwriting agreement in customary form for such Shelf Underwritten
Offering with the managing Underwriter or Underwriters selected by the majority-in-interest of the participating Holders after consultation
with the Company and shall take all such other reasonable actions as are reasonably requested by the managing Underwriter or Underwriters
in order to facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated
by this subsection 2.1.4, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder
and the Company shall enter shall contain representations, covenants, indemnities and other rights and obligations in customary form for
such Shelf Underwritten Offering by the Company.


 






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2.1.5 Notwithstanding
the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration
Statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its reasonable best efforts to file amendments
to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement
and file a new registration statement (a “New Registration Statement”) on Form S-1 (or such other form of registration
statement as is then available to permit Registration of such Registrable Securities for resale); provided, however, that prior to filing
such amendment or New Registration Statement, the Company shall use its reasonable best efforts to advocate with the Commission for the
registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements
or requests of the Commission staff (the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if
any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration
Statement as a secondary offering (and notwithstanding that the Company used its reasonable best efforts to advocate with the Commission
for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its
Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro
rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that
certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends
the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clause (i) or (ii) above, the
Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided
to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available
to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as
amended, or the New Registration Statement.


 


2.1.6 Registrations
effected pursuant to this Section 2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.2.


 


Section 2.2 Demand Registration.


 


2.2.1 Request
for Registration.  Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided
that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 covering
Registrable Securities, at any time and from time to time on or after the Effective Time, Holders holding at least $10,000,000 of the
then-outstanding number of Registrable Securities held by all Holders (such Holders, the “Demanding Holders”), may
make a written demand for Registration of all or part of their Registrable Securities on Form S-1 (or such other form of registration
statement as is then available to permit Registration of such Registrable Securities for resale by such Demanding Holders), which written
demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution
thereof (such written demand, a “Demand Registration”).  The Company shall, within ten (10) days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration
pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after
the receipt by the Holder of the notice from the Company.  Upon receipt by the Company of any such written notification from a Demand
Requesting Holder(s) to the Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities
included in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement in respect of all
Registrable Securities requested by the Demanding Holders and Demand Requesting Holder(s) pursuant to such Demand Registration, not more
than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) effect the Registration thereunder
as soon thereafter as practicable.  Under no circumstances shall the Company be obligated to effect more than an aggregate of five
(5) Demand Registrations under this subsection 2.2.1.


 






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2.2.2 Effective
Registration.  Notwithstanding the provisions of subsection 2.2.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided that if, after such Registration
Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently
interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration
Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order
or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such
Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but
in no event later than five (5) days after such stop order or injunction is removed, rescinded or otherwise terminated, of such election;
provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement
that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.2.3 Underwritten
Offering.  Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Demand Requesting
Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation
in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent
provided herein.  All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this
subsection 2.2.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


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


 






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2.2.5 Demand
Registration Withdrawal.  A majority-in-interest of the combined Demanding Holders and Demand Requesting Holders (if any), pursuant
to a Registration under subsection 2.2.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention
to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to
the Registration of their Registrable Securities pursuant to such Demand Registration.  If a majority-in-interest of the Demanding
Holders and Demand Requesting Holders (if any), withdraws from a proposed offering pursuant to this Section 2.2.5, then such
registration shall not count as a Demand Registration provided for in Section 2.2. Notwithstanding anything to the contrary in
this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to
a Demand Registration prior to its withdrawal under this subsection 2.2.5.


 


Section 2.3 Piggyback
Registration.


 


2.3.1 Piggyback
Rights.  If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account
or for the account of stockholders of the Company (other than Holders of Registrable Securities, which offerings are covered by Section
2.1 or Section 2.2), other than a Registration Statement (i) filed in connection with any employee stock option or other
benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for
an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, or (v) filed
in connection with any business combination or acquisition involving the Company, then the Company shall give written notice of such proposed
filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such
offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a
“Piggyback Registration”).  The Company shall, in good faith, cause such Registrable Securities to be included
in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed
Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be
included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof.  All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
Company.


 






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2.3.2 Reduction
of Piggyback Registration.  If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken
together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration has been demanded pursuant
to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the
Registrable Securities as to which registration has been requested pursuant to this Section 2.3, and (iii) the shares
of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual
piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


	 	(i)	If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and


 


	 	(ii)	If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 


2.3.3 Piggyback
Registration Withdrawal.  Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its
intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration.  The Company (whether on its own good faith determination or as the result of a request
for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.  Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
the Piggyback Registration prior to its withdrawal under this subsection 2.3.3.


 


2.3.4 Unlimited
Piggyback Registration Rights.  For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof.


 






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Section 2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, the Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders
are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board
such Registration would be materially detrimental to the Company and the Board concludes as a result that it is essential to defer the
filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by
the Chairman of the Board stating that in the good faith judgment of the Board it would be materially detrimental to the Company for such
Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. 
In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12 month period. 


 


ARTICLE III

COMPANY PROCEDURES


 


Section 3.1 General
Procedures. If at any time on or after the Effective Time the Company is required to effect the Registration of Registrable Securities,
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 plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


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


 


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


 


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


 


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


 






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3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7 advise
each Holder of such Registrable Securities covered by such Registration Statement, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation
or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order
or to obtain its withdrawal if such stop order should be issued;


 


3.1.8 advise each Holder of
Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the time when such
registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has
been filed;


 


3.1.9 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus, furnish a copy thereof to each Holder of such Registrable Securities or its counsel;


 


3.1.10 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


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


 






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3.1.12 obtain
a “cold comfort” letter from the Company’s independent registered public accountants (and the independent accountant
of any other entity whose financial statements are included in (or incorporated by reference in) a Registration Statement) in the event
of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders and such managing Underwriter;


 


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


 


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


 


3.1.15 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 


3.1.16 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $20,000,000, use its reasonable
best efforts to make available senior executives of the Company to participate in customary “road show” presentations that
may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


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


 


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


 






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


 


Section 3.4 Suspension
of Sales; Adverse Disclosure.  Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing
by the Company that the use of the Prospectus may be resumed.  If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith
by the Company to be necessary for such purpose.  In the event the Company exercises its rights under the preceding sentence, the
Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any
Registration in connection with any sale or offer to sell Registrable Securities.  The Company shall immediately notify the Holders
of the expiration of any period during which it exercised its rights under this Section 3.4.


 


Section 3.5 Reporting
Obligations.  As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the Closing Date pursuant to Sections 13(a) or 15(d) of the
Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings upon request.  The Company further
covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to
enable such Holder to sell Registrable Securities held by such Holder without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by
the Commission), including providing any legal opinions.  Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Section 3.6 Limitations
on Registration Rights. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent
with or violates the rights granted to the Holders of Registrable Securities in this Agreement and in the event of any conflict between
any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 






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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


Section 4.1 Indemnification


 


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


 


4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. 


 


4.1.3 Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.  If such
defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without
its consent (but such consent shall not be unreasonably withheld).  An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim.  No indemnifying party
shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be
settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 






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


 


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


 


ARTICLE V

LOCK-UP


 


Section 5.1 Lock-Up.


 


5.1.1 Except
as permitted by Section 5.2, until the earliest of: (i) the date that is one (1) year from the Closing Date, (ii) the last consecutive
trading day where the sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Closing Date, or
(iii) such date on which the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all
of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property (the
“Lock-up Period”), each New Holder shall not Transfer any shares of Common Stock beneficially owned or owned of record
by such Holder.


 






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5.1.2 The
Original Holders shall not Transfer (a) any shares of Common Stock beneficially owned or owned of record by such Original Holder prior
to the Purchaser’s initial public offering (the “Escrow Shares”), other than as provided in Section 4.3 of the
Escrow Agreement, dated February 4, 2021, (the “Escrow Agreement”) by and among the Purchaser, Continental Stock Transfer
& Trust Company (the “Escrow Agent”) and the Original Holders. The Escrow Agent shall hold (i) 50% of the Escrow
Shares, until the earlier of (x) six months after the Closing Date and (y) the date on which the closing price of the Common Stock equals
or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period commencing after the Closing Date and (ii) the remaining 50% of the Escrow Shares, until six months
after the Closing Date; provided, however, that if, within six months after the Closing Date, the Company subsequently consummates a liquidation,
merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange
their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon the requisite notice, release the
Escrow Shares to the Original Holders, or (b) any Private Placement Warrants (including any shares of Common Stock issued or issuable
upon the exercise of any such Private Placement Warrants) until 30 days after the Closing Date, other than as provided in the Private
Placement Warrants Purchase Agreements between the Purchaser and certain Original Holders, dated February 4, 2021.


 


Section 5.2 Exceptions. The
provisions of Section 5.1.1 shall not apply to:


 


 5.2.1 transactions
relating to shares of Common Stock acquired in open market transactions;


 


 5.2.2 Transfers of
shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift;


 


 5.2.3 Transfers of
shares of Common Stock to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic
partner, parent, sibling, child or grandchild of the Holder or any other person with whom the Holder has a relationship by blood, marriage
or adoption not more remote than first cousin;


 


 5.2.4 Transfers by
will or intestate succession upon the death of the Holder;


 


 5.2.5 the Transfer
of shares of Common Stock pursuant to a qualified domestic order or in connection with a divorce settlement;


 






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 5.2.6 if the Holder
is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (i)
Transfers to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled
by or is under common control or management with the undersigned, (ii) distributions of shares of Common Stock to partners, limited liability
company members or stockholders of the undersigned;


 


5.2.7 Transfers
to the Company’s officers, directors or their affiliates;


 


 5.2.8 pledges of shares
of Common Stock or other Registrable Securities as security or collateral in connection with any borrowing or the incurrence of any indebtedness
by any Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by
multiple issuers);


 


 5.2.9 pursuant to a
bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a Change in Control
of the Company, provided that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is
not completed, the Common Stock subject to this Agreement shall remain subject to this Agreement; and


 


 5.2.10 the establishment
of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the transfer
of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock during the Lock-up Period;


 


provided, that in the case of any Transfer
or distribution pursuant to Sections 5.2.2 through 5.2.7, each donee, distributee or other transferee shall agree in writing,
in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement.


 


ARTICLE VI

GENERAL PROVISIONS


 


Section 6.1 Entire Agreement.
This Agreement (including Schedule A hereto) constitutes the entire understanding and agreement between the parties as to the matters
covered herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of
any and every nature with respect thereto.


 


Section 6.2 Prior Agreement.
The Purchaser and the Original Holders, as parties to the Prior Agreement, hereby agree that the Prior Agreement is terminated with respect
to such parties as of the Closing Date and is replaced in its entirety by this Agreement and none of the Original Holders shall have any
further rights thereunder.


 


Section 6.3 Notices.
Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall
be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) upon transmission, if sent by
facsimile or electronic transmission (in each case with receipt verified by electronic confirmation), or (c) one (1) Business
Day after being sent by courier or express delivery service, specifying next day delivery, with proof of receipt. The addresses, email
addresses and facsimile numbers for such notices and communications are those set forth on the signature pages hereof, or such other address,
email address or facsimile numbers as may be designated in writing hereafter, in the same manner, by any such person.


 






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Section 6.4 Assignment;
No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or
delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Holders of Registrable Securities
hereunder may be freely assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties and the permitted assigns of the applicable Holder of Registrable Securities or of any assignee of the applicable
Holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto
other than as expressly set forth in Article IV and this Section 6.4. No assignment by any party hereto of such party’s
rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received
(i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company,
to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this
Agreement).


 


Section 6.5 Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood
that all parties need not sign the same counterpart and such counterparts may be delivered by the parties hereto via facsimile or electronic
transmission.


 


Section 6.6 Amendment;
Waiver. This Agreement may be amended or modified, and any provision hereof may be waived, in whole or in part, at any time pursuant
to an agreement in writing executed by the Company and Holders holding a majority of the Registrable Securities at such time; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her
or its capacity as a Holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders
(in such capacity) shall require the consent of the Holder so affected; provided further, that this Agreement may be amended by the Company,
without the consent of any of the Holders, to (i) add as “Original Holders” Chardan Quantum LLC and any securities held by
Chardan Quantum LLC at the Closing Date as “Registrable Securities”, (ii) add as “Holders” any stockholders of
Commercial Bancorp that receive securities of the Company in a private placement pursuant to the Amended and Restated Agreement and Plan
of Merger, dated as of the date hereof, between the Company, AtlasClear, CB Merger Sub, Inc., a subsidiary of AtlasClear, and Commercial
Bancorp and (iii) include any such securities as “Registrable Securities”. Any failure by any party at any time to enforce
any of the provisions of this Agreement shall not be construed a waiver of such provision or any other provisions hereof.


 


Section 6.7 Severability.
In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto.


 






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Section 6.8 Governing
Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement
shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the
Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State of Delaware or any other
Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves
and with respect to their respective properties for the purpose of any action arising out of or relating to this Agreement brought by
any party hereto, and (b) agree not to commence any action relating thereto except in the courts described above in Delaware, other than
actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described
herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties
further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees
not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Agreement
or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware
as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal
process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise) and (c) that (i) the action in any such court is brought in an inconvenient forum, (ii) the venue
of such action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 


Section 6.9 Specific
Performance. Each party acknowledges and agrees that the other parties hereto would be irreparably harmed and would not have any adequate
remedy at law in the event that any of the provisions of this Agreement were not performed by such first party in accordance with their
specific terms or were otherwise breached by such first party. Accordingly, each party agrees that the other parties hereto shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement,
this being in addition to any other remedy to which such parties are entitled at law or in equity.


 


Section 6.10 Term.
This Agreement shall terminate (a) with respect to any Holder on the date on which such Holder ceases to hold Registrable Securities and
(b) otherwise upon the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in
each case in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or
any successor rule promulgated thereafter by the Commission)). The provisions of Article IV shall survive any termination.


 


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IN WITNESS WHEREOF, each of the parties has executed
this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	QUANTUM FINTECH ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ John Schaible 
	 	Name:	John Schaible
	 	Title:	Chief Executive Officer
	 	 	 
	 	Address for Notice:
	 	 
	 	4221 W. Boy Scout Blvd., Suite 300
	 	Tampa, FL 33607



 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


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


 



	 	HOLDER:

	 	 	 
	 	Name:Quantum Ventures LLC

	 	 	 
	 	By:	/s/ John Schaible 
	 	Name: 	John Schaible
	 	Title:	Chief Executive Officer



 


	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


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


 


	 	HOLDER:
	 	 
	 	/s/ John Schaible
                                            

	 	Name: 	John Schaible


 





	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 


 


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


 


	 	HOLDER:
	 	 
	 	/s/ Miguel Leon
                                            

	 	Name: 	Miguel Leon


 





	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 


 


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


 


	 	HOLDER:
	 	 
	 	/s/ Sandip I. Patel
                                            

	 	Name:	Sandip I.
Patel


 


	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 





 


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


 


	 	HOLDER:
	 	 
	 	/s/ Thomas
J. Hammond

	 	Name:	Thomas J.
Hammond


 





	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 


 


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


 


	 	HOLDER:
	 	 
	 	/s/ Richard
Korhammer

	 	Name:	Richard
Korhammer


 





	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 


 


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


 


	 	HOLDER:
	 	 
	 	/s/ Steven
J. Carlson

	 	Name: 	Steven J.
Carlson


 


	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 


 


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


 


	 	HOLDER:
	 	 
	 	/s/ Michael Devlin
                                            

	 	Name: 	Michael
Devlin


 





	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 


 


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


 


	 	HOLDER:
	 	 
	 	/s/ Robert
McBey

	 	Name: 	Robert McBey


 





	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 


 


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


 


	 	HOLDER:
	 	 
	 	
Name: 	
    Atlas FinTech Holdings Corp.

	 	 	 
	 	

    By:	/s/ Craig
Ridenhour

	 	 	Name: 	Craig Ridenhour
	 	 	Title:	Chief Business Development
Officer


 





	 	Address for Notice: [Intentionally Omitted]
	 	 	 
	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Email Address:	 


 


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Schedule A


 


Original Holders


 


	Name of Holder	 	Number of Shares of 

Common Stock	 	 	Number of Private 

Placement Warrants	 
	Quantum Ventures LLC	 	 	3,796,335	 	 	 	4,922,500	 
	John Schaible	 	 	40,833	 	 	 	0	 
	Miguel Leon	 	 	40,833	 	 	 	0	 
	Daniel Caamano, V	 	 	41,233	 	 	 	0	 
	Sandip I. Patel	 	 	41,334	 	 	 	0	 
	Thomas J. Hammond	 	 	40,833	 	 	 	0	 
	Richard Korhammer	 	 	40,833	 	 	 	0	 
	Steven J. Carlson	 	 	40,833	 	 	 	0	 
	Michael Devlin	 	 	 	 	 	 	 	 



 


New Holders


 


	Name of Holder	 	Number
of Shares of 

Common Stock
	 
	Atlas FinTech Holdings Corp.	 	 		 
	Robert McBey