Exhibit 10.5


 


Final
Form


 


AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT


 


THIS AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of May 29, 2020, is made and entered into by and among Mudrick
Capital Acquisition Corporation, a Delaware corporation (the “Company”), Mudrick Capital Acquisition
Holdings LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co.
(“Cantor”), the undersigned parties listed under Existing Holders on the signature page hereto (each
such party, together with the Sponsor and Cantor and any person or entity deemed an “Existing Holder” who hereafter
becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder”
and collectively the “Existing Holders”) and the undersigned parties listed under New Holders on the
signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter
becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder”
and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement
shall have the meaning ascribed to such term in the Purchase Agreement (as defined below) at the time such agreement was executed
on January 13, 2020.


 


RECITALS


 


WHEREAS, on February 7, 2018,
the Company and the Existing Holders entered into that certain Registration Rights Agreement (the “Existing Registration
Rights Agreement”), pursuant to which the Company granted the Existing Holders certain registration rights with respect
to certain securities of the Company;


 


WHEREAS, the Company has entered
into that certain Purchase Agreement (the “Purchase Agreement”), dated as of January 13, 2020, by
and among the Company, MUDS Acquisition Sub, Inc., a Delaware corporation, and Hycroft Mining Corporation, a Delaware corporation;


 


WHEREAS, upon the closing of the
transactions contemplated by the Purchase Agreement and subject to the terms and conditions set forth therein, the Existing Holders
and New Holders will hold shares of Class A common stock, par value $0.0001, of the Company (“Class A Common
Stock”), in each case, in such amounts and subject to such terms and conditions as set forth in the Purchase Agreement;


 


WHEREAS, pursuant to Section 5.5
of the Existing Registration Rights Agreement, the provisions, covenants and conditions set forth therein may be amended or modified
upon the written consent of the Company and the Existing Holders of a majority-in-interest of the “Registrable Securities”
(as such term was defined in the Existing Registration Rights Agreement) at the time in question; and


 


WHEREAS, the Company and all of the
Existing Holders desire to amend and restate the Existing Registration Rights Agreement in order to provide the Existing Holders
and the New Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 






     


     


    

 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1 Definitions. The terms defined
in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth
below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief
Executive Officer or 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 contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being
filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


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


 


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


 


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


 


“Cantor Private Placement Warrants”
means the warrants purchased by Cantor pursuant to the Cantor Private Placement Warrants Purchase Agreement.


 


“Cantor Private Placement Warrants
Purchase Agreement” means that certain Private Placement Warrants Purchase Agreement between the Company and Cantor,
dated as of January 16, 2018.


 


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


 


“Class B Common Stock”
shall mean Class B common stock, par value $0.0001 per share, of the Company.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


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


 


“Company Shelf Takedown Notice”
shall have the meaning given in subsection 2.1.3.


 


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


 






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


 


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


 


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


 


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


 


“Existing Registration Rights
Agreement” shall have the meaning given in the Recitals hereto.


 


“Form S-1 Shelf”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3 Shelf”
shall have the meaning given in subsection 2.1.1.


 


“Forward Purchase Units”
shall mean the shares of Class A Common Stock and units purchased by the Sponsor pursuant to a Forward Purchase Contract between
the Company and the Sponsor, dated as of January 24, 2018, where each unit is comprised of one share of Class A Common
Stock and one warrant.


 


“Founder Lock-Up Period”
shall mean, with respect to the Founder Shares held by the Existing Holders or their Permitted Transferees, the period ending on
the earlier of (A) one year after the date hereof or (B) the first date the closing price of the Class A Common
Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any twenty (20) trading days within any 30-trading day period commencing at least one hundred and fifty (150) days
after the date hereof, but in no event prior to the expiration of the New Holder Lock-Up Period, or (C) the date on which
the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in
all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities
or other property.


 


“Founder Shares”
shall mean all shares of Class B Common Stock that are issued and outstanding as of the date hereof and all shares of Class A
Common Stock issued upon conversion of shares of Class B Common Stock.


 


“Holders” shall
mean the Existing Holders and the New Holders and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 5.2.


 


“Insider Letter”
shall mean that certain letter agreement, dated as of February 7, 2018, by and among the Company, the Sponsor and each of
the Company’s officers, directors and director nominees.


 


“Lock-Up Period”
shall mean the Founder Lock-Up Period, the New Holder Lock-Up Period and the Private Placement Lock-Up Period.


 






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


 


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


 


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


 


“New Holder Lock-Up Period”
shall mean with respect to the Class A Common Stock (other than Founder Shares, the Forward Purchase Units, shares of Class A
Common Stock acquired pursuant to the Private Investment, shares of Class A Common Stock issuable upon the exercise or conversion
of the New Holder Private Placement Warrants, any shares of Class A Common Stock issued to any member of the Sprott Group,
and any shares of Class A Common Stock acquired in the open market prior to the date hereof) held by the New Holders or their
Permitted Transferees, the period ending six (6) months after the date hereof.


 


“New Holder Private Placement
Warrants” means the warrants purchased by the New Holders pursuant to those certain Subscription/Backstop Agreements
dated as of January 13, 2020.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities
prior to the expiration of the Founder Lock-Up Period, Private Placement Lock-Up Period or New Holder Lock-Up Period, as the case
may be, (a) under the Insider Letter, the Cantor Private Placement Warrants Purchase Agreement, this Agreement and any other
applicable agreement between such Holder and the Company, and to any transferee thereafter and (b) with respect to a New Holder,
provided that such transferee enters into a written agreement with the Company agreeing to be bound by the restrictions herein,
to any of such New Holder’s affiliates or subsidiaries or to any fund or investment account managed by such New Holder, the
same management company that manages such New Holder or any affiliate of such New Holder or the management company that manages
such New Holder.


 


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


 


“Private Placement Lock-Up Period”
shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants
or their Permitted Transferees, and any of the Class A Common Stock issued or issuable upon the exercise or conversion of
the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted
Transferees, the period ending thirty (30) days after the date hereof.


 


“Private Placement Warrants”
shall mean the Cantor Private Placement Warrants, the Sponsor Private Placement Warrants and the New Holder Private Placement Warrants.


 


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


 






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


 


“Registrable Security”
shall mean (a) the shares of Class A Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the
Private Placement Warrants (including any shares of the Class A Common Stock issued or issuable upon the exercise of any such
Private Placement Warrants), (c) the Forward Purchase Units (including any shares of Class A Common Stock included in
such Forward Purchase Units, any warrants included in such Forward Purchase Units and any shares of Class A Common Stock issued
or issuable upon the exercise of the warrants included in such Forward Purchase Units), (d) any issued and outstanding share
of Class A Common Stock or any other equity security (including the shares of Class A Common Stock issued or issuable
upon the exercise of any other equity security) of the Company held by an Existing Holder as of the date of this Agreement, (e) any
equity securities (including the shares of Class A Common Stock issued or issuable upon the exercise of any such equity security)
of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder,
(f) any outstanding shares of Class A Common Stock or any other equity security of the Company held by a New Holder as
of the date of this Agreement (including the shares of Class A Common Stock issued or issuable upon the exercise of any such
other equity security) and (g) any other equity security of the Company issued or issuable with respect to any such share
of Class A Common Stock described in the foregoing clauses (a) through (f) by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities
shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission)
(“Rule 144”) (but with no volume or other restrictions or limitations); provided, further,
that any security that ceases to be a Registrable Security pursuant to clause (D) above shall again be treated as a Registrable
Security if at any point such security may no longer be sold without registration pursuant to Rule 144 without any volume
or other restrictions or limitations.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(F) reasonable fees and expenses of
one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be
registered for offer and sale in the applicable Registration not to exceed $25,000 per Demand Registration.


 


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


 


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


 


“Restricted Shares”
shall have the meaning given in subsection 3.7.1.


 


“Rule 144”
shall have the meaning given in the definition of “Registrable Securities.”


 


“Rule 415”
shall have the meaning given in subsection 2.1.1.


 


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


 


“Shelf Takedown Notice”
shall have the meaning given in subsection 2.1.3.


 


“Shelf Underwritten Offering”
shall have the meaning given in subsection 2.1.3.


 


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


 






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“Sponsor Private Placement Warrants”
means the warrants purchased by the Sponsor pursuant to that certain Private Placement Warrants Purchase Agreement between the
Company and the Sponsor, dated as of January 15, 2018.


 


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


 


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


 


ARTICLE II


REGISTRATIONS


 


2.1 Shelf Registration.


 


2.1.1 Initial Registration. The
Company shall, as soon as practicable, but in any event within fifteen (15) business days after the consummation of the transactions
contemplated by the Purchase Agreement, file a Registration Statement under the Securities Act to permit the public resale of all
the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any
successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms
and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement
to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following
the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be
extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from,
the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf
registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available
to the Company, on Form S-1 (a “Form S-1 Shelf”) or such other form of registration statement
as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities,
and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415
at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection
2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by,
the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection
2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement
is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities
held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following
the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within one (1) business
day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration
Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply
as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the
circumstances under which such statement is made).


 






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2.1.2 Form S-3 Shelf. If the
Company files a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the
Company shall use its reasonable best efforts to file a Form S-1 Shelf as promptly as practicable to replace the shelf registration
statement that is a Form S-3 Shelf and have the Form S-1 Shelf declared effective as promptly as practicable and to cause
such Form S-1 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration
Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable
Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.


 


2.1.3 Shelf Takedown. At any time
and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or 2.1.2,
any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered
pursuant to such shelf registration statement, (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably
expect aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to
sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering but in no event less than $10,000,000.
All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown
Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be
sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf
Underwritten Offering. Except with respect to any Registrable Securities distributed by the Sponsor to its members following the
expiration of the Founder Lock-Up Period or the Private Placement Lock-Up Period, as applicable, within five (5) business
days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering
to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to
the provisions of Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with
respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company
Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings
of securities by the Company with the managing Underwriter or Underwriters selected by the Holders after consultation with the
Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order
to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated
by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into
which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations
of the Company and the selling stockholders as are customary in underwritten offerings of securities by the Company.


 






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2.1.4 Holder Information Required for
Participation in Shelf Registration. At least ten (10) business days prior to the first anticipated filing date of a Registration
Statement pursuant to this Article II, the Company shall use reasonable efforts to notify each Holder in writing (which
may be by email) of the information reasonably necessary about the Holder to include such Holder’s Registrable Securities
in such Registration Statement. Notwithstanding anything else in this Agreement, the Company shall not be obligated to include
such Holder’s Registrable Securities to the extent the Company has not received such information, and received any other
reasonably requested agreements or certificates, on or prior to the fifth business day prior to the first anticipated filing date
of a Registration Statement pursuant to this Article II.


 


2.2 Demand Registration.


 


2.2.1 Request for Registration.
Subject to the provisions of subsection 2.2.4 hereof and provided that the Company does not have an effective Registration
Statement pursuant to subsection 2.1.1 outstanding covering Registrable Securities, (a) the Existing Holders of at
least a majority in interest of the then-outstanding number of Registrable Securities held by the Existing Holders or (b) the
New Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the New Holders
(the “Demanding Holders”), in each case, may make a written demand for Registration
of all or part of their Registrable Securities, provided that such Existing Holders or New Holders, as the case may be, (a) reasonably
expect aggregate gross proceeds in excess of $50,000,000 from such offering or (b) reasonably expects to sell all of the Registrable
Securities held by such Existing Holders or New Holders, as the case may be, in such offering but in no event less than $30,000,000,
which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of
distribution thereof (such written demand a “Demand Registration”). The Company shall,
within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable
Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such
Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or
a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall
effect, as soon thereafter as practicable, but not more than sixty (60) days immediately after the Company’s receipt
of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders
pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than (x) an aggregate
of three (3) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.2.1 with
respect to any or all Registrable Securities held by such Existing Holders and (y) an aggregate of three (3) Registrations
pursuant to a Demand Registration by the New Holders under this subsection 2.2.1 with respect to any or all Registrable
Securities held by such New Holders. Notwithstanding the foregoing, (i) the Company shall not be required to give effect to
a Demand Registration from a Demanding Holder if the Company has registered Registrable Securities pursuant to a Demand Registration
from such Demanding Holder in the preceding 180 days, or (ii) the Company’s obligations with respect to any Demand Registration
shall be deemed satisfied so long as the Registration Statement filed pursuant to subsection 2.1.1 includes all of such
Demanding Holder’s Registrable Securities and is effective.


 






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


 


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


 


2.2.4 Reduction of Underwritten
Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in
good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or
number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together
with all other Class A Common Stock or other equity securities that the Company desires to sell and the Class A Common
Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights
held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that
can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the
Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders
and the Requesting Holders (if any) (in each case pro rata based on the respective number of Registrable Securities that such Demanding
Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable
Securities that such Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such
proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding
the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities
that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof,
without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (i) and (ii), the Class A Common Stock or other equity securities that the
Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Class A
Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration
pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number
of Securities.


 






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2.2.5 Demand Registration Withdrawal.
Any of the Demanding Holders initiating a Demand Registration or any of the Requesting Holders (if any), pursuant to a Registration
under subsection 2.2.1, shall have the right to withdraw from a Registration pursuant to such Demand Registration
or a Shelf Underwritten Offering pursuant to subsection 2.1.3 for any or no reason whatsoever upon written notification
to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the
effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities
pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415, at least five
(5) business days prior to the time of pricing of the applicable offering). Notwithstanding anything to the contrary in this
Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant
to a Demand Registration or a Shelf Underwritten Offering prior to its withdrawal under this subsection 2.2.5.




 


2.3 Piggyback Registration.


 


2.3.1 Piggyback Rights. If
the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, for its own account
or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without
limitation, pursuant to subsection 2.1.1 or 2.1.2  hereof), other than a Registration Statement (i) filed
in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely
to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of
the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to
all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included
in such offering, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale
of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such
written notice (such Registration a “Piggyback Registration”). The Company shall,
in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to
cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested
by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms
and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing
to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by
the Company.


 






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


 


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


 






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


 


2.3.3 Piggyback Registration Withdrawal.
Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever
upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw
from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415, at least five (5) business
days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith determination or as the
result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.3.3.


 


2.3.4 Unlimited Piggyback Registration
Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be
counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof or a Shelf
Underwritten Offering effected under subsection 2.1.3.


 


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


 






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ARTICLE III


COMPANY PROCEDURES


 


3.1 General Procedures. If the
Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable best efforts to
effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution
thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


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


 


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


 


3.1.3 prior to filing a Registration Statement
or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s), if any, and each Holder of
Registrable Securities included in such Registration, and each such Holder’s 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 Underwriter(s) and each Holder of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned
by such Holders;


 






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3.1.4 prior to any public offering of Registrable
Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Holder of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request 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 or take any action to which it would be subject to general service of process or taxation in any such jurisdiction
where it is not then otherwise so subject;


 


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


 


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


 


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


 


3.1.8 at least three (3) days prior
to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus
or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof
to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt
of any comment letters received with respect to any such Registration Statement or Prospectus;


 


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


 






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3.1.10 permit a representative of the Holders
(such representative to be selected by a majority of the participating Holders), the Underwriter(s), if any, and any attorney or
accountant retained by such Holders or Underwriter(s) to participate, at each such person’s own expense, in the preparation
of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably
requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representative or Underwriter enters into a confidentiality agreement, in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include
the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus,
any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference
into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such
Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable
document, which comments the Company shall include unless contrary to applicable law;


 


3.1.11 obtain a “comfort” letter
from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating
Holders may rely on, in customary form and covering such matters of the type customarily covered by “comfort” letters
as the managing Underwriter(s) may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


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


 


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


 


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


 


3.1.15 if the Registration involves the
Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested
by the Underwriter(s) in any Underwritten Offering; and


 


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


 


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


 


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


 






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3.4 Suspension of Sales; Adverse
Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented
or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such
supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company
that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement
in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s
control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness
of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days,
determined in good faith by the Company to be necessary for such purpose; provided, however, that the Company shall
not defer its obligations in this manner more than three times in any 12-month period. In the event the Company exercises its rights
under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their
use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company
shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.5 Reporting Obligations. As
long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the
Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the
Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable such Holder to sell shares of the Class A Common Stock held by such Holder
without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, including providing
any legal opinions.


 


3.6 Limitations on Registration
Rights. Notwithstanding anything herein to the contrary, (i) Cantor may not exercise its rights under Sections 2.1
and 2.2 hereunder after five (5) and seven (7) years after the effective date of the Registration Statement relating
to the Company’s initial public offering, respectively, and (ii) Cantor may not exercise its rights under Section 2.1
more than one time.


 






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3.7 Transfer Restrictions.


 


3.7.1 During their respective Lock-Up Periods,
no Existing Holder or New Holder shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale
or otherwise dispose of or distribute any shares of Class A Common Stock or any securities convertible into, exercisable for,
exchangeable for or that represent the right to receive shares of Class A Common Stock, whether now owned or hereinafter acquired,
that is owned directly by such Existing Holder or New Holder (including securities held as a custodian) or with respect to which
such Existing Holder or New Holder has beneficial ownership within the rules and regulations of the Commission (collectively,
the “Restricted Shares”). The foregoing restriction is expressly agreed to preclude each Existing Holder
or New Holder, as applicable, from engaging in any hedging or other transaction which is designed to or which reasonably could
be expected to lead to or result in a sale or disposition of the Restricted Shares even if such Restricted Shares would be disposed
of by someone other than such Existing Holder or New Holder. Such prohibited hedging or other transactions include any short sale
or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Shares of
the applicable Existing Holder or New Holder, or with respect to any security that includes, relates to, or derives any significant
part of its value from such Restricted Shares, provided, however, that the foregoing restrictions are not intended to cover
liens established in the ordinary course in favor of a broker-dealer over property held in an account with such broker-dealer generally.


 


3.7.2 Each Existing Holder and New Holder
hereby represents and warrants that it now has and, except as contemplated by this subsection 3.7.2 for the duration of
the Lock-Up Period, will have good and marketable title to its Restricted Shares, free and clear of all liens, encumbrances, and
claims that could impact the ability of such Existing Holder or New Holder to comply with the foregoing restrictions. For the avoidance
of doubt, liens established in the ordinary course in favor of a broker-dealer over property held in an account with such broker-dealer
generally would not be deemed to impact the ability of such Existing Holder or New Holder to comply with the foregoing restrictions.
Each Existing Holder and New Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer
agent and registrar against the transfer of any Restricted Shares during the Lock-Up Period.


 


ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company agrees to indemnify,
to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and agents and each person who
controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including
without limitation reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained
in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.


 






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


 


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


 






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


 


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


 


ARTICLE V


MISCELLANEOUS


 


5.1 Notices. Any notice or communication
under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified,
postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing
evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that
is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received,
in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery
receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or
communication under this Agreement must be addressed, if to the Company, to: 8181 E. Tufts Avenue, Suite 510, Denver, CO 80237,
and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records.
Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and
such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 






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5.2 Assignment; No Third Party Beneficiaries.


 


5.2.1 Subject to Section 5.2.3, this
Agreement and the rights, duties and obligations of the Company and the Holders of Registrable Shares, as the case may be, hereunder
may not be assigned or delegated by the Company or the Holders of Registrable Securities, as the case may be, in whole or in part.


 


5.2.2 Prior to the expiration of the Founder
Lock-Up Period, the Private Placement Lock-Up Period or the New Holder Lock-Up Period, as the case may be, no Holder who is subject
to any such lock-up period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole
or in part, in violation of the applicable lock-up period, except in connection with a transfer of Registrable Securities by such
Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set
forth in this Agreement; provided, that the Company, in its sole discretion, may waive the New Holder Lock-Up Period with respect
to shares of Class A Common Stock, on a pro rata basis across all New Holders, solely as required in order to comply with
listing requirements of the NASDAQ Capital Market.


 


5.2.3 This Agreement and the provisions
hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns
of the Holders, which shall include Permitted Transferees.


 


5.2.4 This Agreement shall not confer any
rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.


 


5.2.5 No assignment by any party hereto
of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the
Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 5.2 shall be null and void.


 






    	 	22	 



     


    

 


5.3 Counterparts. This Agreement
may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS
ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION
AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY
IN THE STATE OF NEW YORK.


 


5.5 Amendments and Modifications.
Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the
time in question (which majority interest must include Cantor if such amendment or modification affects in any way the rights of
Cantor hereunder), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects either the Existing Holders as a group or the New Holders
as a group, respectively, in a manner that is materially adversely different from Existing Holders or New Holders, as applicable,
shall require the consent of at least a majority-in-interest of the Registrable Securities held by such Existing Holders, a majority-in-interest
of the Registrable Securities held by such New Holders, as applicable, at the time in question so affected; provided, further,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity
as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in
such capacity) shall require the consent of the Holder so affected; provided, further, that notwithstanding the foregoing,
no amendment hereto or waiver hereof that has the effect of extending the Lock-Up Period applicable to any particular Holder shall
be enforceable against, or effective with respect to, such Holder without such Holder’s written consent. No course of dealing
between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in
exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the
Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6 Other Registration Rights.
The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the
Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed
by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions
and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 






    	 	23	 



     


    

 


5.7 Term. This Agreement shall
terminate upon the earlier of (a) the tenth anniversary of the date of this Agreement or (b) the date as of which 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(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (c) with respect to a particular Holder, the date as of which all Registerable Securities
held by such Holder have been sold (x) pursuant to a Registration Statement (but in no event prior to the applicable period
referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission) or (y) under Rule 144 or another exemption from registration under the Securities Act;
provided that, for purposes of this Section 5.7, securities constituting Registrable Securities shall be determined
without regard and without giving effect to clause (D) contained in the definition of Registrable Securities. The provisions
of Section 3.5 and Article IV shall survive any termination.


 


[Signature Page Follows]


 




    	 	24	 



     


    

 


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


 


	 	COMPANY:
	 	 
	 	MUDRICK CAPITAL ACQUISITION CORPORATION,

a Delaware corporation
	 	 	 
	 	By:	/s/ Glenn Springer
	 	 	Name:   Glenn Springer
	 	 	Title:   Chief Financial Officer
	 	 	 
	 	EXISTING HOLDERS:
	 	 
	 	MUDRICK CAPITAL ACQUISTION HOLDINGS LLC, 

a Delaware limited liability company
	 	 	 
	 	By:  	/s/ Jason Mudrick
	 	 	Name:  Jason Mudrick
	 	 	Title:  Manager
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 


[Signature Page to Amended and Restated Registration Rights
Agreement]


 






    


     


    

 


	 	CANTOR FITZGERALD & CO.
	 	 	 
	 	By:	 /s/ Sage Kelly
	 	 	Name: Sage Kelly
	 	 	Title:  Head of Investment Banking
	 	 	 
	 	BOSTON PATRIOT BATTERYMARCH ST
    LLC, as a New Holder
	 	 
	 	By: Mudrick Capital management, L.P., its investment manager
	 	 
	 	By:	/s/
    Glenn Springer
	 	Name: Glenn Springer
	 	Title:  Chief Financial Officer
	 	 
	 	 
	 	MERCER QIF FUND PLC, as a New Holder
	 	 
	 	By: Mudrick Capital management, L.P., its investment manager
	 	 
	 	By:	/s/ Glenn
    Springer
	 	Name: Glenn Springer
	 	Title:  Chief Financial Officer
	 	 
	 	 
	 	MUDRICK DISTRESSED OPPORTUNITY
    SPECIALTY FUND, L.P., as a New Holder
	 	 
	 	By: Mudrick Capital management, L.P., its investment manager
	 	 
	 	By:	/s/ Glenn
    Springer
	 	Name: Glenn Springer
	 	Title:  Chief Financial Officer
	 	 


 


[Signature Page to Amended and Restated Registration Rights
Agreement]


 






    


     


    

 


	 	 
	 	MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P.,, as a New Holder
	 	 
	 	By: Mudrick Capital management, L.P., its investment manager
	 	 
	 	By: 	/s/
    Glenn Springer
	 	Name: Glenn Springer
	 	Title:  Chief Financial Officer
	 	 
	 	 
	 	 
	 	MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND, L.P., as a New Holder
	 	 
	 	By: Mudrick Capital management, L.P., its investment manager
	 	 
	 	By: 	/s/ Glenn
    Springer
	 	Name: Glenn Springer
	 	Title:  Chief Financial Officer
	 	 
	 	 
	 	BLACKWELL PARTNERS LLC – SERIES A, as a New Holder
	 	 
	 	By: Mudrick Capital management, L.P., its investment manager
	 	 
	 	By:	/s/ Glenn
    Springer
	 	Name: Glenn Springer
	 	Title:  Chief Financial Officer
	 	 
	 	 
	 	BOSTON PATRIOT NEWBURY ST LLC, as a New Holder
	 	 
	 	By: Mudrick Capital management, L.P., its investment manager
	 	 
	 	By: 	/s/ Glenn
    Springer
	 	Name: Glenn Springer
	 	Title:  Chief Financial Officer
	 	 


 


[Signature Page to Amended and Restated Registration Rights
Agreement]


 






    


     


    

 


	 	MUDRICK DISTRESSED SENIOR SECURED FUND GLOBAL, L.P.,, as a New
	 	 
	 	By: Mudrick Capital management, L.P., its investment manager
	 	 
	 	By:	/s/
    Glenn Springer
	 	Name: Glenn Springer
	 	Title:  Chief Financial Officer
	 	 
	 	 
	 	 
	 	MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II, LP, as a New Holder
	 	 
	 	By: Mudrick Capital management, L.P., its investment manager
	 	 
	 	By: 	/s/ Glenn
    Springer
	 	Name: Glenn Springer
	 	Title:  Chief Financial Officer
	 	 
	 	 
	 	HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P., as a New Holder
	 	 
	 	By: Highbridge Capital Management, LLC, its Trading Manager
	 	 
	 	By:	/s/ Jonathan
    Segal
	 	Name: Jonathan Segal
	 	Title:  Managing Director
	 	 
	 	 
	 	HIGHBRIDGE MSF INTERNATIONAL LTD., as a New Holder
	 	 
	 	By: Highbridge Capital Management, LLC, its Trading Manager
	 	 
	 	By:	/s/ Jonathan
    Segal
	 	Name: Jonathan Segal
	 	Title:  Managing Director
	 	 


 


[Signature Page to Amended and Restated Registration Rights
Agreement]


 






    


     


    

 


	 	 
	 	WOLVERINE FLAGSHIP FUND TRADING LIMITED., as a New Holder
	 	 
	 	By: Wolverine Asset management, LLC, its investment manager
	 	 
	 	By:	/s/
    Kenneth L. Nadel
	 	Name: Kenneth L. Nadel
	 	Title:  Chief Operating Officer
	 	 
	 	WBOX 2015-5 LTD., as a New Holder
	 	 
	 	By:	/s/ Mark
    M. Strefling
	 	Name: Mark M. Strefling
	 	Title:  Director
	 	 
	 	 
	 	ALSV LIMITED., as a New Holder
	 	 
	 	By:	/s/ Robert
    H. Lynch, Jr.
	 	Name: Robert H. Lynch, Jr.
	 	Title:  Managing Member
	 	 
	 	By:	/s/ Andrew
    David
	 	Name: Andrew David
	 	Title:  Chief Operating Officer
	 	 
	 	APSV, L.L.C., as a New Holder
	 	 
	 	By:	/s/ Robert
    H. Lynch, Jr.
	 	Name: Robert H. Lynch, Jr.
	 	Title:  Managing Member
	 	 
	 	By:	/s/ Andrew
    David
	 	Name: Andrew David
	 	Title:  Chief Operating Officer
	 	 
	 	 
	 	SPROTT PRIVATE RESOURCE LENDING II (COLLECTOR), LP., as a New Holder
	 	 
	 	By:	/s/ Jim
    Grosdanis
	 	Name: Jim Grosdanis
	 	Title:  Managing Parnter


 


[Signature Page to Amended and Restated Registration Rights
Agreement]