Exhibit 10.3


 


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is entered into as of the 27th day of June, 2012, by and among Tile Shop Holdings,
Inc., a Delaware corporation (the “Company”), JWC Acquisition Corp., a Delaware corporation (“Subsidiary”)
and the undersigned parties listed under holders on the signature page hereto and their permitted transferees (each, a “holder”
and collectively, the “holders”).


 


WHEREAS, this Agreement has been executed
and delivered simultaneously with the execution and delivery of the Definitive Agreement, and this Agreement will become effective
upon the Closing;


 


WHEREAS, in accordance with the terms
of the Definitive Agreement, (i) the Sellers will receive the Closing Holdings Shares and (ii) the members of JWC
Acquisition, LLC will receive the Founder Shares, will hold the Sponsor Warrants and may be issued the Additional Closing
Shares;


 


WHEREAS, the number of Closing Holdings
Shares, Founder Shares, Sponsor Warrants and Additional Closing Shares that will be held by the holders at the Closing, will be
set forth on Schedule I hereto;


 


WHEREAS, the holders may, in
certain circumstances and subject to certain transfer restrictions and other restrictions, transfer (or cause to be
transferred) to permitted transferees (as defined below) some or all of the Closing Holdings Shares, Founder Shares,
Conversion Shares, Sponsor Warrants or Additional Closing Shares, respectively, held by such holders; and


 


WHEREAS, the holders and the Company
desire to enter into this Agreement to provide the holders with certain rights relating to the registration of the Closing
Holdings Shares, Founder Shares, Conversion Shares, and the Sponsor Warrants and the shares of Common Stock issuable
upon exercise of the Sponsor Warrants, respectively, held by them.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.            DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Additional Closing Shares”
means the shares of Common Stock that may be issued to the members of the Sponsor at the Closing in accordance with the letter
agreement by and among the Company and each of the members of the Sponsor, executed on the date hereof.


 


“Adverse Disclosure”
means public disclosure of material non-public information, which disclosure, in the good faith judgment of the chief executive
officer or principal financial officer of the Company after consultation with 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 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 publicly making it.


 



    	 



    	 



    

  


“Agreement” means
this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“business day”
means any day, except a Saturday, Sunday or legal holidays on which the banking institutions in the State of California are authorized
or obligated by law or executive order to close.


 


“Closing” means
the consummation of the transactions contemplated under the Definitive Agreement.


 


“Closing Date”
means the date of the Closing.


 


“Closing Holdings Shares”
means the shares of Common Stock issuable to the Sellers upon the Closing and in accordance with the terms of the Definitive Agreement.


 


“Commission” means
the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company.


 


“Company” is defined
in the preamble to this Agreement and shall include the Company’s successors by merger, acquisition, reorganization or otherwise.


 


“Definitive Agreement”
means the Contribution and Merger Agreement by and among Subsidiary, The Tile Shop, LLC, ILTS, LLC, the Company, Sellers, TS Merger
Subsidiary, Inc. and Peter Jacullo, in his capacity as Sellers’ Representative (the “Definitive Agreement”).


 


“Conversion Shares”
means the shares of Common Stock issued upon conversion of up to $20,000,000 of the principal amount of the “Promissory
Notes” as defined in and pursuant to the terms of the Definitive Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Effectiveness Date”
means, with respect to the initial Registration Statement required to be filed pursuant to Section 2.3, the 90th calendar
day following the Filing Date (as applicable to the initial Registration Date) (or, in the event of a “full review”
by the Commission, the 120th calendar day following such Filing Date) and with respect to any additional Registration Statements
which may be required pursuant to Section 3.1.16, the 90th calendar day following the date on which an additional Registration
Statement is required to be filed hereunder; provided, however, that in the event the Company is notified by the
Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review
and comments, the Effectiveness Date as to such Registration Statement shall be the fifth trading day following the date on which
the Company is so notified if such date precedes the dates otherwise required above.


 



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“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Filing Date”
means, with respect to the initial Registration Statement required to be filed pursuant to Section 2.3, the expiration date
of the Lock-up Period, and with respect to any additional Registration Statements which may be required, the earliest practical
date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable
Securities.


 


“Form S-3” is
defined in Section 2.3.


 


“Founder
Shares” means the shares of Common Stock issuable to the members of JWC Acquisition, LLC upon the Closing in
accordance with the terms of the Definitive Agreement in exchange for the shares of common stock of JWC Acquisition Corp.
issued to JWC Acquisition, LLC on August 5, 2010 and outstanding immediately prior to the Closing, a portion of which are
subject to cancellation.


 


“holder” has the
meaning set forth in the preamble to this Agreement.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


“Lock-up Period”
shall mean the period commencing on the Closing Date and ending on the earlier of (i) one year after the Closing Date or earlier
if, subsequent to the Closing Date, the last sales price of the Common Stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day
period commencing at least 150 days after the Closing Date or (ii) the date when the Company consummates a subsequent liquidation,
merger, stock exchange or similar transaction that results in all of the stockholders of the Company having the right to exchange
their shares of Common Stock for cash, securities or other property.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Notices” is defined
in Section 7.3.


 


“Permitted Transfer”
means a transfer of Registrable Securities:


 


		(a)	by gift or other transfer to a member of the immediate
family of a holder or a trust, corporation, partnership, or limited liability company established for estate planning purposes,
the beneficiaries, stockholders, partners or members of which are members of the immediate family of a holder or a charitable
organization;



 


		(b)	by virtue of the laws of descent and distribution upon
the death of a holder;



 


		(c)	pursuant to a qualified domestic relations order;



 



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		(d)	to the stockholders, partners or members of a holder
or a corporation, partnership or limited liability company that is a permitted transferee; or



 


		(e)	in the event, subsequent to the Closing Date, the Company
consummates a merger, stock exchange or other similar transaction that results in all of its stockholders having the right to
exchange their shares of Common Stock for cash, securities or other property.



 


“permitted transferee”
means any transferee of a holder resulting from or in connection with a Permitted Transfer.


 


“Person” shall
be construed as broadly as possible and shall include an individual, corporation, association, partnership (including a limited
liability partnership or a limited liability limited partnership), limited liability company, estate, trust, joint venture, unincorporated
organization or a government or any department, agency or political subdivision thereof.


 


“Prospectus” means
the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and such registration statement becoming effective.


 


“Registrable
Securities” mean all of the Closing Holdings Shares, Founder Shares, any shares of Common Stock issuable upon
exercise of the Sponsor Warrants, any Conversion Shares and Additional Closing Shares beneficially owned or held by holders.
Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend
or other distribution with respect to or in exchange for or in replacement of such securities. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with
respect to the sale of all such securities shall have become effective under the Securities Act and all such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement or as may be sold
without volume limitations under the Securities Act; (b) all such securities shall have been otherwise transferred
pursuant to Rule 144 under the Securities Act (or any similar rule or regulation then in force), new certificates for them
not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of them shall not require registration under the Securities Act; or (c) all such securities shall have ceased to be
outstanding. A “percentage” (or a “majority”) of the Registrable Securities (or, where applicable, of
any other securities) shall be determined based on the total number of such securities outstanding at the relevant time.


 



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“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act (i) for a public
(or private) offering and sale (or resale) of Common Stock, (ii) the registration statement on Form S-4 to be filed in connection
with the Definitive Agreement, (iii) the registration statement required to be filed pursuant to Section 2.3, and (iv) any
additional registration statements contemplated herein, including (in each case) the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


“Rule 415” means
Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as
such Rule.


 


“Rule 424” means
Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as
such Rule.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Sellers” means
Nabron International, Inc., The Tile Shop, Inc., JWTS, Inc., Peter H. Kamin Revocable Trust, Peter H. Kamin Childrens Trust, 3K
LP, Todd Krasnow, Peter Kamin, Family Office Investors, LLC, Warren Garden and Reenie McCarthy.


 


“Sponsor” means
JWC Acquisition, LLC.


 


“Sponsor Warrants”
means the warrants originally issued to members of JWC Acquisition, LLC on August 15, 2010 and, upon the Closing, exercisable
for shares of Common Stock.


 


“Stockholder Indemnified Party”
is defined in Section 4.1.


 


“Subsidiary” means
JWC Acquisition Corp.


 


“Underwriter”
means 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 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.


 



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2.           REGISTRATION
RIGHTS.


 


2.1          Demand
Registration.


 


2.1.1           Request
for Registration. At any time and from time to time on or after the expiration of the Lock-up Period, each of (i) the
holders of a majority-in-interest of the Closing Holdings Shares held by holders and (ii) the holders of a majority-in-interest
of the Founder Shares held by holders, may make a written demand for registration under the Securities Act of all or part of Registrable
Securities held by such holders, provided that the estimated market value of Registrable Securities to be so registered thereunder
is at least $10 million in the aggregate. Any such requested registration shall be referred to as a “Demand Registration”.
Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. Within five (5) business days following receipt of any request for a Demand Registration, the
Company will notify in writing all holders of Registrable Securities of the demand, and each holder of Registrable Securities who
wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company
in writing, provided that such notice shall be received by the Company within ten (10) business days of the Company’s having
sent the applicable notice to such holder or holders. All such requests shall specify the aggregate amount of Registrable Securities
to be registered and the intended method of distribution. The Company may include in such registration additional securities of
the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or
the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled
to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth
in Section 3.1.1. The Company shall not be obligated to effect more than six (6) Demand Registrations, four (4) with respect
to those holders described in clause (i) of this Section 2.1.1 and two (2) with respect to those holders described in
clause (ii) of this Section 2.1) under this Section 2.1.1 in respect of the Registrable Securities.


 


2.1.2           Effective
Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission
with respect to such Demand Registration has been declared effective and remains effective for not less than 180 days (or such
shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn);
provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities
pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental
agency or court, the Registration Statement with respect to such Demand Registration will 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 thereafter elect to continue the offering.


 



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2.1.3           Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their
written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an Underwritten Offering. In such event, the right of any holder to include its Registrable Securities in such
registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. The majority of the Demanding Holders shall, in consultation
with the Company, have the right to select the managing Underwriter or Underwriters for the offering, subject to the right of the
Company should it so choose to select one co-managing Underwriter reasonably acceptable to such holders. All holders of Registrable
Securities included in such Underwritten Offering shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such underwriting.


 


2.1.4           Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an Underwritten Offering advise
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires
to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such 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 shares, as applicable,
the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first,
the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata among the holders
who have requested participation in the Demand Registration based, for each such holder, on the percentage derived by dividing
(x) the number of Registrable Securities which such holder has requested to include in such Demand Registration by (y) the aggregate
number of Registrable Securities which all such holders have requested to include) (such proportion is referred to herein as “Pro
Rata”) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that
the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or
other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements
with such Persons, Pro Rata, and that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the
extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), securities that
other security holders of the Company desire to sell, Pro Rata, that can be sold without exceeding the Maximum Number of Shares.
To the extent that any Registrable Securities requested to be registered are excluded pursuant to the foregoing provisions, the
holders shall have the right to one additional Demand Registration under this Section 2.1.4.


 



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2.1.5           Withdrawal.
A holder may withdraw its Registrable Securities from a Demand Registration at any time. If all holders withdraw, or holders withdraw
Registrable Securities from a Demand Registration in such amounts that the Registrable Securities that remain covered by the relevant
Registration Statement have an estimated market value of less than $10 million, the Company shall cease all efforts to secure
registration and such withdrawn registration shall be deemed a Demand Registration for purposes of Section 2.1 unless the
withdrawal is based on the reasonable determination of the Demanding Holders that there has been, since the date of such request,
a material adverse change in the business or prospects of the Company or in general market conditions and the Demanding Holders
who requested such registration shall have paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses
incurred by the Company in connection with the withdrawn registration.


 


2.1.6           Suspension
of Registration. If the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand 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 possible period of time 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 the Demand 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 2.1.6. The Company shall be entitled to exercise its right
under this Section 2.1.6 to suspend the availability of a Registration Statement for a period not to exceed 60 calendar days
(which need not be consecutive days) in any 12 month period.


 


2.1.7           Registration
Statement Form. Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission
(i) as shall be selected by the Company and as shall be reasonably acceptable to the holders of a majority-in-interest of
the Registrable Securities requesting participation in the Demand Registration and (ii) as shall permit the disposition of
the Registrable Securities in accordance with the intended method or methods of disposition specified in the applicable holders’
requests for such registration. Notwithstanding the foregoing, if, pursuant to a Demand Registration, (x) the Company proposes
to effect registration by filing a Registration Statement on Form S-3, (y) such registration is in connection with an Underwritten
Offering, and (z) the managing Underwriter or Underwriters shall advise the Company in writing that, in its or their opinion, the
use of another form of registration statement (or the inclusion, rather than the incorporation by reference, of information in
the Prospectus related to a Registration Statement on Form S-3) is of material importance to the success of such proposed offering,
then such registration shall be effected on such other form (or such information shall be so included in such Prospectus).


 






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2.2          Piggy-Back
Registration.





 


2.2.1           Piggy-Back
Rights. If at any time on or after the expiration of the Lock-up Period 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, by the Company for its own account or for stockholders of the Company for their account
(or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than
a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant
to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for
an exchange offer or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt
that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (vi) solely in connection
with a merger, consolidation or non-capital raising bona fide business transaction (Registration Statements described in clauses
(i)-(vi) herein, “Allowable Registration Statements”), then the Company shall (x) give written notice of
such proposed filing to the holders of Registrable Securities as soon as practicable, but in no event less than ten (10) business
days before the anticipated filing date, which notice shall 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, of the offering,
and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number
of shares of Registrable Securities as such holders may request in writing within five (5) business days following receipt by such
holder of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2., the Company shall
include in such Registration Statement such Registrable Securities requested to be included therein within five (5) business days
after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company.
If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration
Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration
of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities
and, (x) 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, and (y) in the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant
to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities
to be included therein must, and the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters
of a proposed Underwritten Offering to permit the Registrable Securities requested to be, included in a Piggy-Back Registration
on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten
Offering, and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such Piggy-Back Registration.


 



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2.2.2           Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an Underwritten Offering
advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock
which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with Persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as
to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 


(a)               If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities, on a pro rata basis, of Registrable Securities as to which registration has been requested pursuant to this Section 2.2,
and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and
(B), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register
pursuant to written contractual piggy-back registration rights with such Persons granted prior to the date hereof, that can be
sold without exceeding the Maximum Number of Shares.


 


(b)              If
the registration is a “demand” registration undertaken at the demand of Persons other than the holders of Registrable
Securities (A) first, the Registrable Securities as to which registration has been requested pursuant to this Section 2.2 on a
pro rata basis without exceeding the Maximum Number of Shares, and (B) second, to the extend that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock or other securities for the account of the Company
or the demanding Persons (other than holders of Registrable Securities) that the Company or such other Persons desire to sell (without
exceeding the Maximum Number of Shares), in such order of priority as set forth in the agreement granting registration rights to
such other Persons.


 


2.2.3           Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by Persons making a
demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness
of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 



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2.3          Registrations
on Form S-3.


 


(a)              Filing.
On or after the expiration of the Lock-up Period, the Company shall prepare and file with the Commission a Registration Statement
on Form S-3 covering the resale of the Registrable Securities that are not then registered on an effective Registration Statement
for an offering to be made on a continuous basis pursuant to Rule 415; provided that the Company shall have no obligation to file
such Registration Statement until such time as the Company is eligible to register for resale the Registrable Securities on Form
S-3 (“Form S-3”). Subject to the terms of this Agreement, the Company shall use its best efforts to cause
a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but
in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously
effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may
be sold without volume restrictions pursuant to the Securities Act, as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected holders of Registrable
Securities (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement
as of 2:00 p.m. New York time on a trading day. The Company shall immediately notify the holders of Registrable Securities via
facsimile or by e-mail of the effectiveness of a Registration Statement on the same trading day that the Company telephonically
confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement.
The Company shall, by 10:00 a.m. New York time on the trading day after the effective date of such Registration Statement, file
a final Prospectus with the Commission as required by Rule 424. Registrations effected pursuant to this Section 2.3 shall not be
counted as Demand Registrations effected pursuant to Section 2.1.


 


(b)              Suspension
of Registration. If the filing, initial effectiveness, or continued use of Form S-3 at any time would require the Company to
make an Adverse Disclosure or would require the inclusion in such Form S-3 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 actions to the
holders, delay the filing or initial effectiveness of, or suspend use of, the Form S-3 for the shortest period of time 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 the registration on such Form S-3 in connection with any sale or offer to sell Registrable Securities and agree not
to disclose to any other Person the fact that the Company has exercised such rights or any related facts. The Company shall immediately
notify the holders upon the expiration of any period during which it exercised its rights under this Section 2.3(b). The Company
will use its best efforts to ensure that the use of the Form S-3 (and Prospectus thereunder) may be resumed as promptly as is practicable.
The Company shall be entitled to exercise its right under this Section 2.3(b) to suspend the availability of a Form S-3 for a period
not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.


 



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3.           REGISTRATION
PROCEDURES.


 


3.1          Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities
in accordance with the intended method(s) of distribution thereof as expeditiously as reasonably practicable, and in connection
with any such requirement:


 


3.1.1           Filing
Registration Statement. The Company shall, as expeditiously as reasonably possible, prepare and file with the Commission a
Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate
and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the
intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain
effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand
Registration for up to thirty (30) calendar days, and any Piggy-Back Registration for such period as may be applicable to deferment
of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders
a certificate signed by the Chairman of the Board or Chief Executive Officer of the Company stating that, in the good faith judgment
of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Registration
Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right
set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2           Copies.
Not less than 3 trading days prior to the filing of each Registration Statement and not less than one trading day prior to the
filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed
to be incorporated therein by reference) the Company shall furnish without charge to 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 holders of Registrable Securities included in such registration or legal counsel for any such holders may
reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holders; provided, that any
such item which is available on the EDGAR system need not be furnished in physical form.


 


3.1.3           Amendments
and Supplements. The Company shall use commercially reasonable efforts to prepare and file with the Commission such amendments,
including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act during
the Effectiveness Period or such securities have been withdrawn.


 



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3.1.4           Notification.
After the filing of a Registration Statement, the Company shall as soon as reasonably practical, notify the holders of Registrable
Securities included in such Registration Statement of such filing and the managing Underwriter or Underwriters, if applicable,
and shall further notify such holders and such managing Underwriter or Underwriters and, if requested, confirm such advice in writing,
in all events as soon as reasonably practical after the occurrence of any of the following: (i) when such Registration Statement
becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance
or threatened issuance by the Commission of any stop order (and the Company shall use best efforts to take all actions required
to prevent the entry of such stop order or to remove it if entered); (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (v) of the occurrence or existence of any
pending corporate development with respect to the Company that the Company believes may be material and that, in the determination
of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or
Prospectus (provided that any and all of such information shall remain confidential to each holder until such information otherwise
becomes public, unless disclosure by a holder is required by law; provided, further, that notwithstanding each holder’s agreement
to keep such information confidential, each such holder makes no acknowledgement that any such information is material, non-public
information); and (vi) any request by the Commission for any amendment or supplement to such Registration Statement or any Prospectus
relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment
to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement,
such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities
included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration
Statement or Prospectus or any amendment or supplement thereto, including documents incorporated by reference, except in the case
of registration under Section 2.2; the Company shall furnish to the holders of Registrable Securities included in such Registration
Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance
of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon,
and the Company shall not file any Registration Statement or Prospectus or amendment or supplement thereto, including documents
incorporated by reference, to which such holders or their legal counsel shall reasonably object.


 



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3.1.5           State
Securities Laws Compliance. The Company, on or prior to the date on which the applicable Registration Statement is declared
effective, shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) or Underwriter, if any, or their respective
counsel may reasonably request in writing and (ii) take such action necessary to cause such Registrable Securities covered by the
Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of
the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable
the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in
any such jurisdiction.


 


3.1.6           Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer
of the Company, and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect
to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential Stockholders.


 


3.1.7           Records.
The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement,
any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant, or other
professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all 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 holder, Underwriter,
attorney, accountant or agent in connection with such Registration Statement as shall be necessary to enable them to exercise their
due diligence responsibility, and cause the Company’s officers, directors, and employees to supply all information requested
by any of them in connection with such Registration Statement.


 


3.1.8           Opinions
and Comfort Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement
a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter dated
the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the
applicable underwriting agreement, in customary form, scope, and substance, at a minimum to the effect that the Registration Statement
has been declared effective and that no stop order is in effect, which counsel and opinions shall be reasonably satisfactory to
a majority of the holders and Underwriter or Underwriters, if any, and their respective counsel and (ii) any comfort letter from
the Company’s independent public accountants delivered to any Underwriter in customary form and covering such matters of
the type customarily covered by comfort letters as the managing Underwriter or Underwriters reasonably request. In the event no
legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such
Registration Statement, at any time that such holder elects to use a Prospectus, an opinion of counsel to the Company to the effect
that the Registration Statement containing such Prospectus has been declared effective and that no stop order is in effect.


 



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3.1.9           Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and
make available to its stockholders, as soon as reasonably practicable but not later than fifteen (15) months after the effective
date of the Registration Statement, an earnings statement which earnings statement shall satisfy the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder.


 


3.1.10         Listing.
The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated
or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority-in-interest
of the Registrable Securities included in such registration and on each inter-dealer quotation system on which any of the Company’s
securities are then quoted.


 


3.1.11         Withdrawal
of Stop Order. The Company shall make all commercially reasonable efforts to prevent or obtain at the earliest possible moment
the withdrawal of any stop order with respect to the applicable Registration Statement or other order suspending the use of any
preliminary or final Prospectus.


 


3.1.12         FINRA.
The Company shall cooperate with each holder of Registrable Securities and each Underwriter or agent, 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 Financial Industry Regulatory Authority.


 


3.1.13         Transfer
Agent. The Company shall 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.


 


3.1.14         Road
Show. The Company shall, in the case of an Underwritten Offering, cause senior executive officers of the Company to participate
in customary “road show” presentations that may be reasonably requested by the managing Underwriter 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.


 


3.1.15         Additional
Registration Statements. If during the Effectiveness Period relating to the Registration Statement filed pursuant to Section
2.3, the number of Registrable Securities included in such Registration Statement at any time exceeds 100% of the number of shares
of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but
in any case prior to the applicable Filing Date, an additional Registration Statement pursuant to Section 2.3 covering the resale
by the holders of Registrable Securities of not less than the number of such Registrable Securities.


 



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3.2          Underwritten
Offerings.


 


3.2.1           Underwriting
Agreements. If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Section 2.1, the
Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters,
such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of the
Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions
as are generally prevailing in agreements of that type. The holders of any Registrable Securities to be included in any Underwritten
Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations
and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in
any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent
to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such
holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements
with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s
Registrable Securities, such holder’s intended method of distribution and any other representations required by law.


 


3.2.2           Price
and Underwriting Discounts. In the case of an Underwritten Offering requested by holders pursuant to Section 2.1, the price,
underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities shall be determined
by the holders of a majority-in-interest of such Registrable Securities. In the case of any Underwritten Offering pursuant to Section 2.2,
such price, discount and other terms shall be determined by the Company, subject to the right of the holders to withdraw their
request to participate in the registration pursuant to Section 2.2 after being advised of such price, discount and other terms.


 


3.2.3           Participation
in Underwritten Offerings. No Person may participate in an Underwritten Offering unless such Person (i) agrees to sell
such Person’s securities on the basis provided in the 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 in accordance herewith.


 



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3.3          Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3.1.4(iii) through 3.1.4(vi), and/or, in the case of a resale registration on Form S-3 pursuant to Section 2.3
hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s
board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities
because of the existence of material non-public information, such holder of Registrable Securities included in any Registration
Statement shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering
such Registrable Securities in the case of Section 3.1.4(vi) until such holder receives the supplemented or amended Prospectus
contemplated by Section 3.1.4(vi) and/or with respect to resale holders, the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, or in any case until the holder is advised in writing
by the Company that the use of the Prospectus may be resumed, and receives copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus. In the event that 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 holder of Registrable Securities
covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 3.1.4(vi) or
is advised in writing by the Company that the use of the Prospectus may be resumed.


 


3.4          Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to
Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected
pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this
Agreement, including, without limitation: (i) all registration and filing fees and any other fees and expenses
associated with filings required to be made with the SEC; (ii) fees and expenses of compliance with securities or
“blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities); (iii) printing expenses, 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 and of printing Prospectuses); (iv) the Company’s internal expenses (including,
without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in
connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry
Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent
certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any
opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and disbursements of any
special experts retained by the Company in connection with such registration; (ix) the reasonable fees and expenses of
two (2) legal counsels, one (1) selected by the holders of a majority-in-interest of the Closing Holdings Shares
and Conversion Shares and one (1) selected by the holders of a majority-in-interest of the Founder Shares, each as included
in such registration; and (x) Securities Act liability insurance if the Company so desires. The Company shall have no
obligation to pay any other costs or expenses in the course of the transactions contemplated hereby, including underwriting
discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which
underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an Underwritten Offering, all
selling stockholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective
amount of shares each is selling in such offering.


 



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3.5          Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with federal and applicable state securities laws. The Company shall have the right
to exclude any holder that does not comply with the preceding sentence from the applicable registration.


 


4.            INDEMNIFICATION
AND CONTRIBUTION.


 


4.1          Indemnification
by the Company. The Company agrees to indemnify and hold harmless to the extent permitted by law each holder of Registrable
Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys, and agents,
and each Person, if any, who controls a holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act), to the fullest extent permitted by applicable law from and against any expenses (including
reasonable costs of investigation and legal expenses), losses, claims, judgments, damages, or liabilities (or actions or proceedings
in respect thereof, whether or not such indemnified party is a party thereto), whether joint or several, arising out of or based
upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary Prospectus, final Prospectus,
or summary Prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or
arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary
to make the statements therein not misleading or (2) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations
under this Agreement; provided, however, that the Company will not be liable in any such case to the extent and only to the extent
that any such expense, loss, claim, damage, or liability arises out of or is based upon any untrue statement or allegedly untrue
statement or omission or alleged omission made in such Registration Statement, preliminary Prospectus, final Prospectus, or summary
Prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company,
in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable
Securities, their officers, affiliates, directors, partners, members, and agents on substantially the same basis as that of the
indemnification provided above in this Section 4.1. The Company shall notify the holders promptly of the institution, threat
or assertion of any proceeding arising from or in connection with the transactions contemplated by this Agreement of which the
Company is aware.


 



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4.2           Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will severally and not jointly, in the
event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities
held by such selling holder, indemnify and hold harmless to the fullest extent permitted by applicable law the Company, each of
its directors, officers, employees, and agents and each Person who controls the Company within the meaning of the Securities Act,
against any losses, claims, judgments, damages, liabilities, or expenses (including reasonable costs of investigation and legal
expenses) whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses (or actions or proceedings
in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon (1) any untrue statement
or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary Prospectus, final Prospectus, or summary Prospectus contained
in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon
any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement
therein not misleading to the extent and only to the extent that the statement or omission was made in reliance upon and in conformity
with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the
Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably
incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling
holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net
proceeds actually received by such selling holder upon the sale of the Registrable Securities giving rise to such indemnification
obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company
or any indemnified party.


 



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4.3          Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage, or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder,
notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability, or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) that such failure shall have prejudiced the Indemnifying Party. If the Indemnified Party is seeking
indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties,
to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying
Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party
shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ
separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who
may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against
the Indemnifying Party, with the fees and expenses of such counsel to be paid by the Indemnifying Party based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them (in which case, if the Indemnified Party notifies the Indemnifying Party in
writing that such Indemnified Party 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 Indemnified 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 consent, but such consent may not be unreasonably withheld, conditioned or delayed; provided, however, that an Indemnifying
Party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition
of any material obligations on such Indemnifying Party other than financial obligations for which such Indemnified Party will be
indemnified hereunder. If the Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to settle such
action without the consent of the Indemnified Party; provided, however, that the Indemnifying Party shall be required to obtain
such consent (which consent shall not be unreasonably withheld, conditioned or delayed) if the settlement includes any admission
of wrongdoing on the part of the Indemnified Party or any restriction on the Indemnified Party or its officers or directors. No
Indemnifying Party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to each Indemnified Party of an unconditional release from all liability in
respect to such claim or litigation. The Indemnifying Party or Parties shall not, in connection with any proceeding or related
proceedings, be liable for the reasonable fees, disbursements and other charges of more than one separate firm at any one time
for all such Indemnified Party or Parties unless (x) the employment of more than one counsel has been authorized in writing by
the Indemnifying Party or parties, (y) a conflict or potential conflict exists or may exist (based on advice of counsel to an Indemnified
Party) between such Indemnified Party and the other Indemnified Parties or (z) based on advice of counsel, an Indemnified Party
has reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available
to 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. Subject to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing
to defend such proceeding in a manner not inconsistent with this Section 4.3) shall be paid to the Indemnified Party, as incurred,
within ten trading days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly
reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified
Party is judicially determined to be not entitled to indemnification hereunder.


 


4.4          Contribution.


 


4.4.1           If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party or insufficient
to hold it harmless in respect of any loss, claim, damage, liability, or action referred to herein, then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault
of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss,
claim, damage, liability, or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified
Party and any Indemnifying Party shall be determined by reference to, among other things, whether the 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 such
Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 



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4.4.2           The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss,
claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities
shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting
fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise
to such contribution obligation. 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.
If indemnification is available under this Section 4, the Indemnifying Parties shall indemnify each Indemnified Party to the
full extent provided in Sections 4.1 and 4.2 hereof without regard to the relative fault of said Indemnifying Parties or Indemnified
Party.


 


5.            REPORTS
UNDER THE SECURITIES ACT AND EXCHANGE ACT.


 


5.1          The
Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall
take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time
to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar
Rule or regulation hereafter adopted by the Commission.


 


6.            NO
INCONSISTENT AGREEMENTS; ADDITIONAL RIGHTS; EXISTING AGREEMENT.


 


6.1          Except
with respect to Allowable Registration Statements, the Company has not entered, as of the date hereof, nor shall the Company, on
or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing
the rights granted to the holders of Registrable Securities or otherwise conflict with the provisions hereof. The Company has not
previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that
have not been satisfied in full. Neither the Company nor any of its security holders (other than the holders of Registrable Securities
(or their successors or permitted assigns) in such capacity pursuant hereto) may include securities of the Company in any Registration
Statement filed pursuant to Section 2.3 other than the Registrable Securities. Except with respect to Allowable Registration
Statements, and unless the Company receives the consent of each of (i) the holders of a majority-in-interest of the Closing
Holdings Shares and (ii) the holders of a majority-in-interest of the Founder Shares, the Company shall not file any other
Registration Statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective
by the Commission.


 



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7.            MISCELLANEOUS.


 


7.1          Term.
This Agreement shall terminate upon earlier of (a) the fifth anniversary of the date of this Agreement or (b) the date
as of which (i) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior
to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (ii) the holders
are permitted to sell their Registrable Securities under Rule 144(k) under the Securities Act (or any similar provision then in
force permitting the sale of restricted securities without limitation on the amount of securities sold or the manner of sale).
The provisions of Section 4 and Section 5 shall survive any termination.


 


7.2          Assignment;
No Third Party Beneficiaries. The registration rights of any holder under this Agreement with respect to any Registrable Securities
may be transferred and assigned, provided, however, that no such transfer or assignment shall be binding upon or obligate the Company
to any such assignee unless and until the Company shall have received written notice of such transfer or assignment as herein provided
and a written agreement of the assignee to be bound by the provisions of this Agreement. Any transfer or assignment made other
than as provided in the first sentence of this Section 7.2 shall be null and void. This Agreement and the provisions hereof
shall be binding upon and shall inure to the benefit of each of the parties and the permitted transferee of a 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 4 and this Section 7.2. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the holders of the then outstanding Registrable Securities.


 


7.3          Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
either Personally served, delivered by reputable air courier service with charges prepaid guaranteeing overnight delivery, or transmitted
by hand delivery, telegram, electronic mail, telex or facsimile addressed as set forth below, or to such other address as such
party shall have specified most recently by written notice. Notice shall be deemed given (i) on the date of delivery if Personally
served, and (ii) when receipt is acknowledged in writing by addressee, if transmitted by telegram, electronic mail, telex
or facsimile, provided, that if such service or transmission is not on a business day or is after normal business hours, then such
notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next
business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery, provided,
however, that notice of a change in address shall be effective only upon receipt.


 


If to any holder of Closing Holdings Shares, Founder Shares,
Conversion Shares, Sponsor Warrants or Additional Closing Shares to such addresses on the signature pages hereto.


 



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7.4          Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


7.5          Counterparts.
This Agreement may be executed in multiple counterparts, including by facsimile or other electronic means, each of which shall
be deemed an original, and all of which taken together shall constitute one and the same instrument.


 


7.6          Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written.


 


7.7          Modifications
and Amendments. Prior to the Closing, no amendment, modification or termination of this Agreement shall be binding
upon any party unless executed in writing by the Company and the Sellers’ Representative. Upon the Closing, Schedule 1
to this Agreement shall be completed by the Company to reflect the number of Closing Holdings Shares, Founder Shares,
Sponsor Warrants and Additional Closing Shares owned by the holders after giving effect to the transactions consummated at
the Closing. Upon any conversion of the Promissory Note pursuant to the terms of the Definitive Agreement, the Company shall
update Schedule I to reflect the issuance of the Conversion Shares. Following the Closing, no amendment, modification
or termination of this Agreement shall be binding upon any party unless executed in writing by such party and signed by
the Company and the holders of a majority-in-interest of the holders of Registrable Securities described in clause
(i) of Section 2.1.1 and the holders of a majority-in-interest of the holders of Registrable Securities
described in clause (ii) of Section 2.1.1 of Registrable Securities then outstanding; provided that upon the
execution of a counterpart to this Agreement by a permitted transferee of a holder of Registrable Securities, Schedule 1
to this Amendment shall be amended by the Company to update the list of holders and the number of Registrable Securities held
by each such holder to reflect the issuance of such Permitted Transfer. Each holder of any Registrable Securities at the
time or thereafter outstanding shall be bound by any amendment, modification, waiver or consent authorized by
this Section 7.7 whether or not such Registrable Securities shall have been marked accordingly.


 


7.8          Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.


 


7.9          Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver
or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance
of any other obligations or acts. Except as otherwise expressly provided herein, no failure on the part of any party to exercise,
and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity,
shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude
any other or further exercise thereof or the exercise of any other right, power, or remedy.


 



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7.10        Remedies.
In the event of a breach by the Company or by an holder of Registrable Securities of any of their respective obligations under
this Agreement, each holder of Registrable Securities or the Company, as the case may be, in addition to being entitled to exercise
all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of
its rights under this Agreement. The Company and each holder of Registrable Securities agree that monetary damages would not provide
adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall
waive the defense that a remedy at law would be adequate.


 


7.11        Independent
Nature of Holders’ Obligations and Rights. The obligations of each holder hereunder are several and not joint with the
obligations of any other holder hereunder, and no holder shall be responsible in any way for the performance of the obligations
of any other holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any holder pursuant hereto or thereto, shall be deemed to constitute the holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the holders are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each holder shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other holder
to be joined as an additional party in any proceeding for such purpose.


 


7.12        Governing
Law.


 


(a)          This
Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware
applicable to agreements made and to be performed within the State of Delaware, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other jurisdiction.


 


(b)          To
the fullest extent permitted by applicable law, each party hereto (i) agrees that any claim, action or proceeding by such
party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby
shall be brought only in any Federal court located in Delaware and in any Delaware State court (such venue as determined by the
claimant party hereto) and not in any other State or Federal court in the United States of America or any court in any other country,
(ii) agrees to submit to the exclusive jurisdiction of such courts located in the State of Delaware for purposes of all legal
proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and (iii) irrevocably
waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.



 



    	- 24 -



    	 



    




 


7.13        Effectiveness.
This Agreement shall become effective only upon the Closing. In the event the Definitive Agreement is terminated prior to the Closing,
this Agreement shall terminate without any further actions by any of the parties hereto and no party shall have any liability or
further obligation to any party to this Agreement.


 


7.14        Termination
of Subsidiary Registration Rights Agreement. Upon the Closing and the effectiveness of this Agreement, the registration rights
agreement dated November 17, 2010 among Subsidiary and holders of common stock of Subsidiary and warrants to purchase common
stock of Subsidiary shall terminate and be of no further force and effect.


 


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    	- 25 -



    	 



    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date
first written above.





 


	 	COMPANY
	 	 
	 	TILE SHOP HOLDINGS, INC.
	 	 
	 	By:	/s/ Robert A. Rucker
	 	Name: Robert A. Rucker
	 	Title: President
	 	 
	 	SUBSIDIARY
	 	 
	 	JWC ACQUISITION CORP.
	 	 
	 	By:	/s/ Adam L. Suttin
	 	Name: Adam L. Suttin
	 	Title: President



 


[Signature Page to Registration Rights Agreement] 


 






    	 



    	 



    
 


	 	 
	 	HOLDERS:
	 	 
	 	For and on behalf of
	 	NABRON INTERNATIONAL, INC.
	 	 
	 	By:	/s/ Raymond Long Sing Tang / /s/ Louise Mary Garbarino
	 	Name: Raymond Long Sing Tang / Louise Mary Garbarino
	 	Title: Authorized Signatures
	 	Address for Notice:
	 	 
	 	THE TILE SHOP, INC.
	 	 
	 	By:	/s/ Robert A. Rucker
	 	Name:  Robert A. Rucker
	 	Title:  CEO
	 	Address for Notice:


 


[Signature Page to Registration Rights Agreement]


 



    	 



    	 



    

 





	 	JWTS, INC.
	 	 
	 	By:	/s/ Peter J. Jacullo, III
	 	Name:  Peter J. Jacullo, III
	 	Title:  President
	 	Address for Notice:
	 	 
	 	By:	/s/ Peter H. Kamin
	 	Peter H. Kamin, as trustee of the Peter H. 

Kamin Revocable Trust
	 	Address for Notice:
	 	 
	 	By:	/s/ Peter H. Kamin
	 	Peter H. Kamin, as trustee of the Peter H. 

Kamin Children’s Trust
	 	Address for Notice:
	 	 
	 	By:	/s/ Peter H. Kamin
	 	Peter H. Kamin, as trustee of the Peter H. 

Kamin GST
	 	Address for Notice:
	 	 
	 	3K Limited Partnership
	 	 
	 	By:	/s/ Peter H. Kamin
	 	Name:  Peter H. Kamin
	 	Title:  Trustee, Managing Partner
	 	Address for Notice:
	 	 
	 	/s/ Todd Krasnow
	 	Todd Krasnow
	 	Address for Notice:
	 	 
	 	Family Office Investors, LLC
	 	 
	 	By:	/s/ Mark Riser
	 	Name:  Mark Riser
	 	Title:  Sole Member
	 	Address for Notice:







 


[Signature Page to Registration Rights Agreement] 


 



    	 



    	 



    

 


	 	/s/ Warren W. Garden
	 	Warren W. Garden
	 	Address for Notice:
	 	 
	 	/s/ Irene P. McCarthy
	 	Irene P. McCarthy
	 	Address for Notice: 
 
	 	 
	 	/s/ Robert McCarthy
	 	Robert McCarthy
	 	Address for Notice: 
 



 


 


[Signature Page to Registration Rights Agreement]  


 






    	 



    	 



    
 


	 	 
	 	/s/ John W. Childs
	 	John W. Childs
	 	Address: 
	 	
	 	 
	 	/s/ Adam L. Suttin
	 	Adam L. Suttin
	 	Address: 
	 	
	 	 
	 	/s/ Arthur P. Byrne
	 	Arthur P. Byrne
	 	Address: 
	 	
	 	 
	 	/s/ David A. Fiorentino
	 	David A. Fiorentino
	 	Address: 
	 	
	 	 
	 	/s/ Raymond B. Rudy
	 	Raymond B. Rudy
	 	Address: 
	 	
	 	 
	 	/s/ Jeffrey J. Teschke
	 	Jeffrey J. Teschke
	 	Address: 
	 	


 


[Signature Page to Registration Rights Agreement]  


 



    	 



    	 



    

 


	 	/s/ Steven G. Segal
	 	Steven G. Segal
	 	Address for Notice:
	 	 
	 	/s/ William E. Watts
	 	William E. Watts
	 	Address: 
	 	
	 	 
	 	/s/ John K. Haley
	 	John K. Haley
	 	Address: 
	 	
	 	 
	 	/s/ Sonny King
	 	Sonny King
	 	Address: 
	 	
	 	 
	 	/s/ Hemanshu Patel
	 	Hemanshu Patel
	 	Address: 
	 	
	 	 
	 	SAWAYA CAPITAL PARTNERS, LLC
	 	 
	 	/s/ Fuad Sawaya
	 	Fuad Sawaya
	 	Address: 
	 	







  


 


 [Signature Page to Registration Rights Agreement]


 



    	 



    	 



    

 


SCHEDULE I


 


	Stockholder	Closing
 Shares	Founder Shares	Sponsor

Warrants	Additional

Closing Shares
	Nabron International, Inc.	 	 	 	 
	The Tile Shop, Inc.	 	 	 	 
	JWTS, Inc.	 	 	 	 
	Peter H. Kamin Revocable Trust	 	 	 	 
	Peter H. Kamin Children’s Trust	 	 	 	 
	Peter H. Kamin GST	 	 	 	 
	3K Limited Partnership	 	 	 	 
	Todd Krasnow	 	 	 	 
	Family Office Investors, LLC	 	 	 	 
	Warren W. Garden	 	 	 	 
	Irene P. McCarthy and Robert McCarthy	 	 	 	 
	John W. Childs	 	 	 	 
	Adam L. Sutin	 	 	 	 
	Arthur P. Byrne	 	 	 	 
	David A. Fiorentino	 	 	 	 
	Raymond B. Rudy	 	 	 	 
	Jeffrey J. Teschke	 	 	 	 
	Steven G. Segal	 	 	 	 
	William E. Watts	 	 	 	 
	John K. Haley	 	 	 	 
	Sonny King	 	 	 	 
	Hemanshu Patel	 	 	 	 
	Sawaya Capital Partners, LLC	 	 	 	 
	Total