Exhibit 10.4


 


Final Form


 


AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of [●], 2021, is made and entered into by and among [PUBCO], a Delaware corporation (the “Company”)
(formerly known as Revolution Acceleration Acquisition Corp), RAAC Management LLC, a Delaware limited liability company (the “Sponsor”),
Steven A. Museles, Phyllis R. Caldwell, Jason M. Fish, Andrew Wallace (together with Mr. Museles, Ms. Caldwell and Mr. Fish the
“RAAC Holders”), and certain former stockholders of Berkshire Grey, Inc., a Delaware corporation (“Target”),
set forth on Schedule 1 hereto (such stockholders, the “Target
Holders” and, collectively with the Sponsor and the RAAC Holders and any person or entity who hereafter becomes
a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders”
and each, a “Holder”).


 


RECITALS


 


WHEREAS, the
Company, the Sponsor and the RAAC Holders are party to that certain Registration Rights Agreement, dated as of December 7, 2020
(the “Original RRA”);


 


WHEREAS, the
Company has entered into that certain Agreement and Plan of Merger, dated as of February [●], 2021 (as it may be amended,
supplemented or otherwise modified from time to time, the “Merger
Agreement”), by and among the Company, [Pickup Merger Corp], a Delaware corporation and a direct, wholly owned
subsidiary of the Company (“Merger Sub”), and Target, pursuant to which Merger Sub merged with and into
Target (the “Merger”), with Target continuing as the surviving corporation and becoming a direct, wholly
owned subsidiary of the Company;


 


WHEREAS, on
the date hereof, pursuant to the Merger Agreement, the Target Holders received shares of the Company’s Class A common stock,
par value $0.0001 per share (the “Common Stock”);


 


WHEREAS, on
the date hereof, pursuant to the Merger Agreement, certain Target Holders received Acquiror Options, as defined in the Merger Agreement
(“Equity Awards”);


 


WHEREAS, on
the date hereof, certain investors (such other investors, collectively, the “Third-Party Investor Stockholders”)
purchased an aggregate of [●] shares of Common Stock (the “Investor Shares”) in a transaction exempt
from registration under the Securities Act pursuant to the respective Subscription Agreements, each dated as of February [23],
2021, entered into by and between the Company and each of the Third-Party Investor Stockholders (each, a “Subscription
Agreement” and, collectively, the “Subscription Agreements”);


 


WHEREAS, pursuant
to Section 5.6 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon
the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority in interest of the Registrable
Securities (as defined in the Original RRA) at the time in question, and the Sponsor and the RAAC Holders are Holders in the aggregate
of at least a majority in interest of the Registrable Securities as of the date hereof; and


 






     


     


    

 


WHEREAS, the
Company, the Sponsor and the RAAC Holders desire to amend and restate the Original RRA in its entirety and enter into this Agreement,
pursuant to which the Company shall grant the 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:


 


“Additional
Holder” shall have the meaning given in Section 6.10.


 


“Additional
Holder Common Stock” shall have the meaning given in Section 6.10.


 


“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 the Chief Financial Officer of the Company, after consultation with counsel
to the Company, (a) 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, (b) would not be required to be made at such time if the Registration Statement
were not being filed, declared effective or used, as the case may be, (c) the Company has a bona fide business purpose for
not making such information public, and (d) such disclosure would be reasonably likely to have an adverse impact on the Company.


 


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


 


“Block
Trade” shall have the meaning given in Section 2.4.1.


 


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


 


“Closing”
shall have the meaning given in the Merger Agreement.


 


“Closing
Date” shall have the meaning given in the Merger Agreement.


 






    2


     


    

 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Competing
Registration Rights” shall have the meaning given in Section 6.7.


 


“Demanding
Holder” shall have the meaning given in Section 2.1.4.


 


“Equity
Awards” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


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


 


“Holder
Information” shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Insider
Letter” shall mean that certain letter agreement, dated as of December 7, 2020, by and among the Company, the Sponsor
and each of the other parties thereto.


 


“Investor
Shares” shall have the meaning given in the Recitals hereto.


 


“Joinder”
shall have the meaning given in Section 6.10.


 


“Lock-up”
shall have the meaning given in Section 5.1.


 


“Lock-up
Parties” shall mean the Target Holders and their respective Permitted Transferees.


 


“Lock-up
Period” shall mean the period beginning on the Closing Date and ending on the date that is 180 days after
the Closing Date.


 


“Lock-up
Shares” shall mean the shares of Common Stock and any other equity securities convertible into or exercisable or
exchangeable for shares of Common Stock held by the Target Holders immediately following the Closing or shares of Common Stock
issued with respect to or in exchange for Equity Awards on or after the Closing as permitted by this Agreement (other than shares
of Common Stock acquired in the public market).


 






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“Maximum
Number of Securities” shall have the meaning given in Section 2.1.5.


 


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


 


“Merger”
shall have the meaning given in the Recitals hereto.


 


“Merger
Sub” shall have the meaning given in the Recitals hereto.


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 


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


 


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


 


“Other
Coordinated Offering” shall have the meaning given in Section 2.4.1.


 


“Permitted
Transferees” shall mean (a) with respect to the Target Holders and their respective Permitted Transferees,
(i) prior to the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such
Registrable Securities prior to the expiration of the Lock-up Period pursuant to Section 5.2 and (ii) after
the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities,
subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and
the Company and any transferee thereafter, and (b) with respect to all other Holders and their respective Permitted Transferees,
any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities, including
prior to the expiration of any lock-up period applicable to such Registrable Securities, subject to and in accordance with any
applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in Section 2.2.1.


 


“Private
Placement Warrants” shall mean the warrants held by certain Holders, purchased by such Holders in the private placement
that occurred concurrently with the closing of the Company’s initial public offering, including any shares of Common Stock
issued or issuable upon conversion or exchange of such warrants.


 


“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.


 


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


 






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“Registrable
Security” shall mean (a) any outstanding shares of Common Stock and any other equity security (including
the Private Placement Warrants and any other warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable
upon the exercise or conversion of any other equity security) of the Company held by a Holder immediately following the Closing
(including any securities distributable pursuant to the Merger Agreement), (b) any Additional Holder Common Stock, and (c) any
other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in
clause (a) or (b) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security,
such " shall cease to be Registrable Securities upon the earliest to occur of: (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 by the applicable Holder; (B) (i) such securities
shall have been otherwise transferred (other than to a Permitted Transferee), (ii) new certificates for such securities not bearing
(or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and (iii)
subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities
shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor
rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing
of sale); (E) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 145
promulgated under the Securities Act or any successor rules promulgated under the Securities Act and (F) such securities have
been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus
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.


 


“Registration
Expenses” shall mean the documented, 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 national securities exchange on which the Common Stock is then listed;


 


(B) fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside 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;


 






    5


     


    

 


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


 


(F) in
an Underwritten Offering or Other Coordinated Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest
of the Demanding Holders (not to exceed $75,000 without the consent of the Company).


 


“Registration
Statement” shall mean any registration statement that covers 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
Holders” shall have the meaning given in Section 2.1.5.


 


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


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the
Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf
Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration
Statement, including a Piggyback Registration.


 


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


 


“Sponsor
Member” shall mean a member of Sponsor who becomes party to this Agreement as a Permitted Transferee of Sponsor.


 


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


 


“Subsequent
Shelf Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Target”
shall have the meaning given in the Preamble hereto.


 


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


 


“Third-Party
Investor Stockholders” shall have the meaning given in the Recitals hereto.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a)
or (b).


 






    6


     


    

 


“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
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.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1.6.


 


ARTICLE
II



REGISTRATIONS AND OFFERINGS


 


 


2.1 Shelf
Registration.


 


2.1.1 Filing.
Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration
Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for
a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form
S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to
such submission or filing) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared
effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day
following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement
and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the
Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf
shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally
available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof,
and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be
necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable
Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer
any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts
to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after
the Company is eligible to use a Form S-3 Shelf. The Company’s obligation under this Section 2.1.1, shall, for the
avoidance of doubt, be subject to Section 3.4.


 






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2.1.2 Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable
Securities are still outstanding, the Company shall, subject to Section 3.4, use its reasonable best efforts to as
promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its
reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use
its reasonable best efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result
in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf
Registration (a “Subsequent Shelf Registration Statement”)
registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing). If a Subsequent
Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration
Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being
agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule
405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under
the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration
Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included
therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.
Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form.
Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under
this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.3 Additional
Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not
registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its
reasonable best efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option,
any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement
and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration
Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause
such additional Registrable Securities to be so covered twice per calendar year for each of the Sponsor, and the Target Holders.


 


2.1.4 Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf
is on file with the Commission, the Sponsor or a Target Holder (any of the Sponsor or a Target Holder being in such case, a “Demanding
Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering
that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf
Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually
or together with other Demanding Holders, with a total offering price of at least, in the aggregate, $50.0 million (the “Minimum
Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice
to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf
Takedown. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which
shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s
prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor and the Target Holders may each
demand not more than (i) one (1) Underwritten Shelf Takedown pursuant to this Section 2.1.4 within any six (6) month period
or (ii) two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period. Notwithstanding
anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration
Statement, including a Form S-3, that is then available for such offering.


 






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2.1.5 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises
the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such
Underwritten Shelf Takedown (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 shares of Common Stock or other equity securities that the Company desires
to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten
Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, 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, before including any
shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity
securities, the Registrable Securities of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number
of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included
in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested
be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable
Securities that each Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate
number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown)
that can be sold without exceeding the Maximum Number of Securities.


 


2.1.6 Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right
to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such
Underwritten Shelf Takedown; provided that the Sponsor or a Target Holder may elect to have the Company continue an Underwritten
Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in
the Underwritten Shelf Takedown by the Sponsor, the Target Holders or any of their respective Permitted Transferees, as applicable.
If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing
Demanding Holder for purposes of Section 2.1.4, unless such Demanding Holder reimburses the Company for all Registration
Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of
such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be
included in such Underwritten Shelf Takedown); provided that, if the Sponsor or a Target Holder elects to continue an Underwritten
Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count
as an Underwritten Shelf Takedown demanded by the Sponsor or such Target Holder, as applicable, for purposes of Section 2.1.4.
Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders
that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company
shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this
Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii)
of the second sentence of this Section 2.1.6.


 






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2.2 Piggyback
Registration.


 


2.2.1 Piggyback
Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or
if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration 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, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered
offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant
to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities
Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company,
(iv) for a dividend reinvestment plan, (v) a Block Trade or (vi) an Other Coordinated Offering, then the Company shall give
written notice of such proposed offering 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 or, in the case of an Underwritten Offering pursuant
to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering,
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 include in such registered offering such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering,
a “Piggyback Registration”). The rights
provided under this Section 2.2.1 shall not be available to any Holder at such time as there is an effective Shelf available
for the resale of the Registrable Securities pursuant to Section 2.1. Subject to Section 2.2.2, the Company
shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall
use its reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the
Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms
and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s
Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering.


 






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2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell,
taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered
offering 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 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration
or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons
or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:


 


(a) if
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the shares of 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 Section 2.2.1, pro rata, based on the respective number of Registrable Securities
that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that
the Holders have requested to be included in such Underwritten Offering, 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 shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been
requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders
of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;


 


(b) if
the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the shares of 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 Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each
Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders
have requested to be included in such Underwritten Offering, 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 shares of 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 shares of Common Stock or other equity securities, if any, as to which Registration
or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons
or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number
of Securities; and


 






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(c) if
the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities
pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities
in the priority set forth in Section 2.1.5.


 


2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from
an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) 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 a Piggyback
Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus
supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good
faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual
obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which,
in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding
anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.


 


2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected
pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.


 


2.3 Market
Stand-off. In connection with any Underwritten Offering of equity securities of
the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder agrees
that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in
such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period
(or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly
permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder
agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the
same terms and conditions as all such Holders).


 






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2.4 Block
Trades; Other Coordinated Offerings.


 


2.4.1 Notwithstanding
any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective
Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving
a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent
or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case,
(x) with a total offering price reasonably expected to be at least $50.0 million in the aggregate or (y) with respect to all
remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the
Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the
Company shall use its reasonable best efforts to facilitate such Block Trade or Other Coordinated Offering; provided that
the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated
Offering shall use reasonable best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents
prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation
related to the Block Trade or Other Coordinated Offering.


 


2.4.2 Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade
or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated
Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers,
sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 


2.4.3 Notwithstanding
anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering
initiated by a Demanding Holder pursuant to this Agreement.


 


2.4.4 The
Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers,
sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist
of one or more reputable nationally recognized investment banks).


 


2.4.5 A
Demanding Holder in the aggregate may demand no more than (i) one (1) Block Trade pursuant to this Section 2.4 within any
six (6) month period or (ii) two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve
(12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section
2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.


 






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ARTICLE
III



COMPANY PROCEDURES


 


3.1 General
Procedures. In connection with any Shelf and/or Shelf Takedown, 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:


 


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 are sold in accordance with the intended plan of distribution set forth in such
Registration Statement or have ceased to be Registrable Securities;


 


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 Holder that holds at least five percent (5%) of the Registrable 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 or have
ceased to be Registrable Securities;


 


3.1.3 prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such Holders; provided that the Company shall have no obligation to furnish any documents
publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);


 


3.1.4 prior
to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration
or qualification) 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;


 






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3.1.5 cause
all such Registrable Securities to be listed on each national securities exchange 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 five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the
Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable
in order to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each
seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act
that is to be incorporated by reference therein);


 


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;


 


3.1.10 in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales
agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit
a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block
Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant
retained by such Holders or Underwriter to participate, at each such person’s or entity’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, financial institution, attorney, consultant or accountant in connection with
the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality
arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 






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3.1.11 obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration
(subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by
the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such
matters of the type customarily covered by “cold comfort” letters for a transaction of its type as the managing Underwriter
may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12 in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales
agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration,
to the extent customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company
for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if
any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion
is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as
are customarily included in such opinions and negative assurance letters;


 


3.1.13 in
the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales
agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement,
in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


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
then in effect);


 


3.1.15 with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its reasonable best efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in such 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 participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.


 






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Notwithstanding the foregoing, the Company
shall not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such
Underwriter, broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering
or other offering involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.


 


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


 


3.3 Requirements
for Participation in Registration Statement in Offerings. Notwithstanding anything
in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company
may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company
determines, based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration
Statement or Prospectus and such Holder continues thereafter to withhold such information. In addition, no person or entity may
participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated
by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities
on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements
and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement
arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3
shall not affect the registration of the other Registrable Securities to be included in such Registration.


 


3.4 Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights. 


 


3.4.1 (a)
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement; (b) upon written
notice from the Company that the Commission has requested an amendment or supplement to a Registration Statement or Prospectus
or additional information, or an event has occurred that requires 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 or Prospectus, such
Registration Statement or 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; or (c) if the Company has, pursuant to
a written insider trading compliance program adopted by the Board with respect to “insiders” including the relevant
Holder, suspended transactions in the Company’s securities because of the existence of material non-public information, each
of the Holders (in the case of (a) and (b)) or the relevant Holder(s) (in the case of (c)) shall forthwith discontinue disposition
of Registrable Securities pursuant to such Registration Statement covering such Registrable Securities until it has received copies
of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as reasonably 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 (in the case of (a) or (b)) or until the restriction on the ability of “insiders”
to transact in the Company’s securities is removed (in the case of (c)).


 






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3.4.2 Subject
to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any
Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
or (c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company
and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued
use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify
the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use
of, such Registration Statement 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 this Section 3.4.2, 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 until such Holder receives written notice from the Company that such sales or
offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.


 


3.4.3 Subject
to Section 3.4.4, (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 continues to actively employ, in good faith, all reasonable best
efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders
have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to
firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other
registered offering pursuant to Section 2.1.4 or 2.4.


 


3.4.4 The
right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more
than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any
twelve (12)-month period.


 


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 and to promptly furnish the Holders with true and complete copies of all such filings;
provided that any documents publicly filed or furnished with the Commission pursuant to EDGAR shall be deemed to have been
furnished or delivered to the Holders pursuant to this Section 3.5. 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 Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with
such requirements.


 



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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, directors and
agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims,
damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’
fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference 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 or affidavit so 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 or entity to 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.


 


4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
(or cause to be furnished) 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 (the “Holder
Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and
agents and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims,
damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’
fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference 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, but only to the extent
that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished
in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify
shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of
Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their
officers, directors and each person or entity 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.


 






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4.1.3 Any
person or entity 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
or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying
party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject
to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated
to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified
party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment
of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes
a statement or admission of fault and culpability on the part of such indemnified party 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.


 


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 or entity 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 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket 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 out-of-pocket 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 not made by, in the case of an omission), or relates to information supplied by (or not
supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,
however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net
proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result
of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1,
4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket 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 Section 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 Section 4.1.5. No person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this
Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.


 






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ARTICLE
V



LOCK-UP


 


5.1 Lock-Up.
Subject to Section 5.2, each Lock-up Party agrees that it shall not Transfer any Lock-up Shares prior to the end of the
Lock-up Period (the “Lock-up”).


 


5.2 Permitted
Transferees. Notwithstanding the provisions set forth in Section 5.1, each
Lock-up Party may Transfer the Lock-up Shares during the Lock-up Period (a) to (i) the Company’s officers or directors,
(ii) any affiliates or family members of the Company’s officers or directors, (iii) any direct or indirect partners, members
or equity holders of such Lock-up Party, or any related investment funds or vehicles controlled or managed by such persons or
entities or their respective affiliates, or (iv) any other Lock-up Party or any direct or indirect partners, members or equity
holders of such other Lock-up Party, any affiliates of such other Lock-up Party or any related investment funds or vehicles controlled
or managed by such persons or entities or their respective affiliates, (b) in the case of an individual, by gift to a member of
the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate
family or an affiliate of such person or entity, or to a charitable organization, (c) in the case of an individual, by virtue
of laws of descent and distribution upon death of the individual, (d) in the case of an individual, pursuant to a qualified domestic
relations order, (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust, (f)
to the partners, members or equity holders of such Lock-up Party by virtue of the Lock-up Party’s organizational documents,
as amended, upon dissolution of the Lock-up Party, (g) in connection with any bona fide mortgage, encumbrance or pledge to a financial
institution in connection with any bona fide loan or debt transaction or enforcement thereunder, (h) to the Company, or (i) in
connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized
committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property subsequent to the Closing Date. The parties acknowledge and
agree that any Permitted Transferee of a Lock-up Party shall be subject to the transfer restrictions set forth in this ARTICLE
V with respect to the Lock-Up Shares upon and after acquiring such Lock-Up Shares.


 


ARTICLE
VI



MISCELLANEOUS


 


6.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) with respect to parties located in the United
States, 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 internationally recognized 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: [PUBCO], [140 South Road. Bedford, MA 01730], Attention: [●]
or by email: [●], and, if to any Holder, at such Holder’s address, electronic mail address or facsimile number 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 6.1.


 






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6.2 Assignment;
No Third Party Beneficiaries.


  


6.2.1 This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


6.2.2 Subject
to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may
be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided
that with respect to the Sponsor, the RAAC Holders and the Target Holders, the rights hereunder that are personal to such Holders
may not be assigned or delegated in whole or in part, except that (i) the Sponsor shall be permitted to transfer its rights hereunder
as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor (including
Sponsor Members), which, for the avoidance of doubt, shall include a transfer of its rights in connection with a distribution of
any Registrable Securities held by Sponsor to Sponsor Members (it being understood that no such transfer shall reduce or multiply
any rights of the Sponsor or such transferees), (ii) each of the RAAC Holders shall be permitted to transfer its rights hereunder
as the RAAC Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such RAAC Holder
(it being understood that no such transfer shall reduce or multiply any rights of such RAAC Holder or such transferees) and (iii) each
of the Target Holders shall be permitted to transfer its rights hereunder as the Target Holders to one or more affiliates or any
direct or indirect partners, members or equity holders of such Target Holder (it being understood that no such transfer shall reduce
or multiply any rights of such Target Holder or such transferees) . Upon a transfer by the Sponsor pursuant to subsection
(i) to Sponsor Members, the rights that are personal to the Sponsor shall be exercised by the Sponsor Members only with the consent
of the Sponsor’s board of managers in accordance with the Sponsor’s operating agreement.


 


6.2.3 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.


 


6.2.4 This
Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly
set forth in this Agreement and Section 6.2.


 


6.2.5 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 6.1
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, including
the joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2
shall be null and void.


 


6.3 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.


 






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6.4 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS
OF THE STATE OF NEW YORK AND (2) 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


 


6.5 TRIAL
BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY
IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


6.6 Amendments
and Modifications. Upon the written consent of (a) the Company and (b) the
Holders of a majority of the total Registrable Securities, 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 shall also require the written consent
of the Sponsor so long as the Sponsor and its affiliates hold, in the aggregate, at least one percent (1%) of the outstanding
shares of Common Stock of the Company; provided, further, that notwithstanding the foregoing, any amendment hereto
or waiver hereof shall also require the written consent of each Target Holder so long as such Target Holder and its respective
affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares of Common Stock of the Company; and provided,
further, that 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. 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.


 


6.7 Other
Registration Rights. Other than (i) the certain Holders and Third-Party Investor Stockholders who each have registration rights
with respect to their Investor Shares pursuant to their respective Subscription Agreements and (ii) as provided in the Warrant
Agreement, dated as of December 7, 2020, between the Company and Continental Stock Transfer & Trust Company, the Company represents
and warrants that no person or entity, 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 Statement filed
by the Company for the sale of securities for its own account or for the account of any other person or entity. The Company hereby
agrees and covenants that it will not grant rights to register any Common Stock (or securities convertible into or exchangeable
for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders
hereunder without (a) the prior written consent of (i) the Sponsor, for so long as the Sponsor and its affiliates hold, in the
aggregate, Registrable Securities representing at least one percent (1%) of the outstanding shares of Common Stock of the Company,
(ii) upon a transfer by the Sponsor pursuant to Section 6.2.2(i), a majority-in-interest of such Permitted Transferees
of the Sponsor (so long as such Permitted Transferees of the Sponsor hold, in the aggregate, Registrable Securities representing
at least one percent (1%) of the outstanding shares of Common Stock of the Company),and (ii) a Target Holder, for so long as such
Target Holder and its affiliates hold, in the aggregate, Registrable Securities representing at least one percent (1%) of the
outstanding shares of Common Stock of the Company, or (b) granting economically and legally equivalent rights to the Holders hereunder
such that the Holders shall receive the benefit of such more favorable or senior terms and/or conditions. 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.


 


6.8 Term.
This Agreement shall terminate on the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and
(b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5
and Article IV shall survive any termination.


 


6.9 Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company
the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.


 






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6.10 Additional
Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2 hereof, subject
to the prior written consent of each of the Sponsor (so long as the Sponsor and its affiliates hold, in the aggregate, Registrable
Securities representing at least one percent (1%) of the outstanding shares of Common Stock of the Company) and each Target Holder
(in each case, so long as such Target Holder and its affiliates hold, in the aggregate, Registrable Securities representing at
least one percent (1%) of the outstanding shares of Common Stock of the Company), the Company may make any person or entity who
acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such person or entity,
an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder
in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and
obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms
of a Joinder by such Additional Holder, the Common Stock then owned, or underlying any rights then owned, by such Additional Holder
(the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein
and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.


 


6.11 Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to
be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction.


 


6.12 Entire
Agreement; Restatement. This Agreement constitutes the full and entire agreement
and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter. Upon the Closing, the Original RRA shall no longer be of any force or effect.





 


6.13 Adjustments.
If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or
reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate
adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations
hereunder shall continue with respect to the Registrable Securities as so changed.


 


[SIGNATURE PAGES FOLLOW]


 




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


 


	 	COMPANY:
	 	 	 
	 	[PUBCO]
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 		Name: 	
	 		Title:	 
	 	 	 
	 	HOLDERS:
	 	 	 
	 	RAAC MANAGEMENT LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 		Name:	        
	 		Title:	 
	 	 
	 	Steven A. Museles
	 	 	 
	 	 
	 	Phyllis R. Caldwell
	 	 	 
	 	 
	 	Jason M. Fish
	 	 	 
	 	 
	 	Andrew Wallace
	 	 	 
	 	[TARGET HOLDERS, IF ANY]



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 


 


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