Exhibit
      4.1

   

  
  
     

  

  
  

   

  REGISTRATION
      RIGHTS AGREEMENT

   

  BY
        AND AMONG

   

  EXCELERATE
        ENERGY, Inc.

   

  AND

   

  certain
        stockholders

   

  DATED
        AS OF april 18, 2022

   

  
  
     

  

  
   

  
    1

    
      

    

  

   

  This
      REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”),
      dated as of April 18, 2022, is made by and among:

   

  i.            
      Excelerate Energy, Inc., a Delaware corporation (together with any predecessor entities, the “Company”);

   

  ii.           
      Excelerate Energy Holdings, LLC, a Delaware limited liability company (“Holdings”);

   

  iii.          
      Maya Maritime LLC, a Marshall Islands limited liability company (“Maya Maritime” and, together with Holdings
      and their respective Permitted Transferees, the “Holders”).

   

  RECITALS

   

  WHEREAS,
      the Company, Excelerate Energy Limited Partnership, a Delaware limited partnership (the “Partnership”), and
      the Holders have effected, or will effect in connection with the closing of the initial public offering (the “IPO”)
      of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), a series
      of reorganization transactions (collectively, the “Reorganization Transactions”);

   

  WHEREAS,
      after giving effect to the Reorganization Transactions and upon completion of the IPO, (a) Holdings will Beneficially Own shares
      of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock” and,
      together with the Class A Common Stock, the “Common Stock”), and Class B interests in the Partnership (“Class
        B Interests”), which Class B Interests, subject to certain restrictions, are exchangeable from time to time at the option
      of the Beneficial Owner thereof for shares of Class A Common Stock pursuant to the terms of the Amended and Restated Limited Partnership
      Agreement of the Partnership (as may be amended from time to time, the “Partnership Agreement”), and (b) Maya
      Maritime will directly hold shares of Class A Common Stock; and

   

  WHEREAS,
      the Holders have requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities
      (as defined below) as set forth in this agreement.

   

  NOW,
      THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for
      other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

   

  Article
      I

   

  EFFECTIVENESS

   

  1.1         
    Effectiveness. This Agreement shall become
      effective upon the Closing.

   

  
    2

    
      

    

  

   

  Article
      II

   

  DEFINITIONS

   

  2.1         
    Definitions. As used in this Agreement,
      the following terms shall have the following meanings:

   

  “Adverse
        Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Board
      of Directors: (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration
      Statement, from and after its effective date, does 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 when the Company has a bona fide
      business purpose for preserving such information as confidential; (ii) would reasonably be expected to adversely affect or interfere
      with any material financing or other material transaction under consideration by the Company; or (iii) would not be required
      to be made at such time but for the filing, effectiveness or continued use of such Registration Statement when the Company has
      a bona fide business purpose for preserving such information as confidential.

   

  “Affiliate”
      means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls,
      or is controlled by, or is under common control with, such specified Person or (b) a Permitted Transferee of such Person. For
      purposes hereof, (x) the Company, the Partnership and their respective subsidiaries shall not be deemed to be Affiliates of the
      Holders or any of their respective Affiliates, and (y) neither the George Kaiser Family Foundation, an Oklahoma non-profit corporation,
      nor Maya Maritime, shall be considered to be an Affiliate of Holdings. As used in this definition, the term “control”
      means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
      a Person, whether through ownership of voting securities, by contract or otherwise.

   

  “Agreement”
      shall have the meaning set forth in the preamble.

   

  “Beneficial
        Owner” means, with respect to any security, any Person who directly or indirectly, through any contract, arrangement,
      understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting
      of, such security or (b) investment power, which includes the power to dispose, or to direct the disposition of, such security.
      The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings.

   

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

   

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

   

  “Class
        A Common Stock” shall have the meaning set forth in the recitals.

   

  “Class
        B Common Stock” shall have the meaning set forth in the recitals.

   

  
    3

    
      

    

  

   

  “Class
        B Interests” shall have the meaning set forth in the recitals.

   

  “Closing”
      means the closing of the IPO.

   

  “Common
        Stock” shall have the meaning set forth in the recitals.

   

  “Company”
      shall have the meaning set forth in the preamble.

   

  “Demand
        Notice” shall have the meaning set forth in Section ‎3.1(c).

   

  “Demand
        Registration” shall have the meaning set forth in Section ‎3.1(a)(i).

   

  “Demand
        Registration Request” shall have the meaning set forth in Section ‎3.1(a)(i).

   

  “Exchange”
      means the exchange of Class B Interests, together with an equal number of shares of Class B Common Stock, for shares of Class
      A Common Stock or cash consideration, as applicable, pursuant to the terms of the Partnership Agreement.

   

  “Exchange
        Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and the rules and regulations
      promulgated thereunder.

   

  “FINRA”
      means the Financial Industry Regulatory Authority.

   

  “Holders”
      shall have the meaning set forth in the preamble.

   

  “Holdings”
      shall have the meaning set forth in the preamble.

   

  “IPO”
      shall have the meaning set forth in the recitals.

   

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

   

  “Loss”
      shall have the meaning set forth in Section ‎3.9(a).

   

  “Participation
        Conditions” shall have the meaning set forth Section ‎3.2(b).

   

  “Partnership”
      shall have the meaning set forth in the recitals.

   

  “Partnership
        Agreement” shall have the meaning set forth in the recitals.

   

  “Permitted
        Transferee” means, (a) with respect to Holdings, any Person to whom Holdings has validly transferred Class B Interests
      in accordance with, and not in contravention of, the Partnership Agreement, and (b) with respect to Maya Maritime, (i) any Affiliate
      or successor entity of Maya Maritime or (ii) any Person established for the benefit of, and Beneficially Owned solely by, Maya
      Maritime or the direct or indirect owner(s) of Maya Maritime.

   

  
    4

    
      

    

  

   

  “Person”
      means and includes an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated organization,
      a government or any department or agency thereof, or any entity similar to any of the foregoing.

   

  “Piggyback
        Notice” shall have the meaning set forth in Section ‎3.3(a).

   

  “Piggyback
        Registration” shall have the meaning set forth in Section ‎3.3(a).

   

  “Potential
        Takedown Participant” shall have the meaning set forth in Section ‎3.2(b).

   

  “Pro
        Rata Portion” means, with respect to each Holder requesting that its shares be registered or sold, a number of such
      shares equal to the aggregate number of Registrable Securities requested to be registered (excluding any shares to be registered
      or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable
      Securities then held by such Holder, and the denominator of which is the aggregate number of Registrable Securities then held
      by all Holders requesting that their Registrable Securities be registered or sold.

   

  “Prospectus”
      means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including
      post-effective amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer
      Free Writing Prospectus.

   

  “Public
        Offering” means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement
      under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form).

   

  “Registrable
        Securities” shall mean any Class A Common Stock currently owned or hereafter acquired by a party hereto, including any
      Class A Common Stock that may be issued in connection with an Exchange. As to any particular Registrable Securities, such securities
      shall cease to be Registrable Securities when (w) 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 disposed of in accordance with such Registration
      Statement, (x) such securities shall have been transferred pursuant to Rule 144, (y) such Holder is able to immediately sell such
      securities (including all shares of Class A Common Stock issuable upon Exchange, subject to the limitations on Exchange set forth
      in the Partnership Agreement) under Rule 144 without any volume or manner of sale restrictions thereunder, as determined in the
      reasonable opinion of the Company (it being understood that a written opinion of the Company’s outside legal counsel to
      the effect that such securities may be so offered and sold, and that any restrictive legends on the securities may be removed,
      shall be conclusive evidence this clause has been satisfied) or (z) such securities shall have ceased to be outstanding.

   

  “Registration”
      means registration under the Securities Act of the offer and sale of shares of Class A Common Stock under a Registration Statement.
      The terms “register,” “registered” and “registering” shall have correlative meanings.

   

  “Registration
        Expenses” shall have the meaning set forth in Section ‎3.8.

   

  
    5

    
      

    

  

   

  “Registration
        Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities
      Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective
      amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration
      statement (and related Prospectus) filed on Form S-4 or Form S-8 or any successor forms thereto.

   

  “Reorganization
        Transactions” shall have the meaning set forth in the recitals.

   

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

   

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

   

  “SEC”
      means the U.S. Securities and Exchange Commission.

   

  “Securities
        Act” means the Securities Act of 1933, as amended, and any successor thereto, and the rules or regulations promulgated
      thereunder.

   

  “Selling
        Stockholder Information” shall have the meaning set forth in Section ‎3.9(a).

   

  “Shelf
        Registration” means any Registration pursuant to Rule 415 under the Securities Act.

   

  “Shelf
        Registration Request” shall have the meaning set forth in Section ‎3.1(a)(ii).

   

  “Shelf
        Registration Statement” means a Registration Statement filed with the SEC pursuant to Rule 415 under the Securities
      Act.

   

  “Shelf
        Takedown Notice” shall have the meaning set forth in Section ‎3.2(b).

   

  “Shelf
        Takedown Request” shall have the meaning set forth in Section ‎3.2.

   

  “Stockholder’s
        Agreement” means the Stockholder’s Agreement, dated the date hereof, by and among (i) the Company and (ii) Holdings.

   

  “Suspension”
      shall have the meaning set forth in Section ‎3.1(f).

   

  “Trading
        Day” means a day on which the principal U.S. securities exchange on which the Class A Common Stock is listed or admitted
      to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if the
      Class A Common Stock is not listed or admitted to trading on such an exchange, Trading Day shall mean a Business Day.

   

  “Transfer”
      means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto,
      a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof,
      including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation
      of law, pursuant to judicial process or otherwise. “Transferred” shall have a correlative meaning.

   

  
    6

    
      

    

  

   

  “Underwritten
        Offering” means an underwritten offering, including any bought deal or block sale to a financial institution conducted
      as an Underwritten Offering.

   

  “Underwritten
        Shelf Takedown” means an Underwritten Offering pursuant to an effective Shelf Registration Statement.

   

  “WKSI”
      means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the
      most recent eligibility determination date specified in paragraph (2) of that definition.

   

  2.2         
    Other Interpretive Provisions.

   

  (i)            
    The meanings of defined terms are equally applicable
      to the singular and plural forms of the defined terms.

   

  (ii)          
    The words “hereof,” “herein,”
      “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement;
      and any subsection and Section references are to this Agreement unless otherwise specified.

   

  (iii)         
    The term “including” is not limiting
      and means “including without limitation.”

   

  (iv)         
    The captions and headings of this Agreement are
      for convenience of reference only and shall not affect the interpretation of this Agreement.

   

  (v)          
    Whenever the context requires, any pronouns used
      herein shall include the corresponding masculine, feminine or neuter forms.

   

  Article
      III 

      

      REGISTRATION RIGHTS

   

  The
      Company shall perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions
      as are applicable to them. Each Holder shall perform and comply with such of the following provisions as are applicable to such
      Holder.

   

  3.1         
    Demand Registration.

   

  (a)          
    Request for Demand Registration.

   

  (i)           
    Following the occurrence of the IPO, subject
      to Section ‎3.4, any Holder shall have the right, for itself or together with one or more other
      Holders, to make a written request from time to time (a “Demand Registration Request”) to the Company
      for Registration of all or part of the Registrable Securities held by such Holder (a “Demand Registration”).

   

  
    7

    
      

    

  

   

  (ii)          
    Each Demand Registration Request shall specify
      (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition
      thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf
        Registration Request”).

   

  (iii)         
    If a Demand Registration Request is for a Shelf
      Registration, and the Company is eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the
      SEC a Shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of
      Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such
      Holders, subject to all applicable provisions of this Agreement.

   

  (iv)         
    If the Demand Registration Request is for a Shelf
      Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with
      the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule
      415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate)
      relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods
      of distribution elected by such Holders.

   

  (v)          
    If on the date of the Shelf Registration Request
      the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to
      do so) include an unspecified amount of Registrable Securities to be sold by unspecified Holders; if on the date of the Shelf
      Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable
      Securities to be registered.

   

  (b)         
    Limitation on Registrations. The Company
      shall not be obligated to take any action to effect any Demand Registration if: (i) a Demand Registration or Piggyback Registration
      was declared effective or an Underwritten Offering was consummated by either the Company or the Holders within the preceding 90
      days; (ii) the Company has filed another Registration Statement (other than on Form S-8 or Form S-4 or any successor thereto)
      that has not yet become effective; (iii) the value of the Registrable Securities proposed to be sold by the initiating Holders
      is not reasonably expected (in the good faith judgment of the Board of Directors) to yield net proceeds of at least $25 million,
      in the case of a Shelf Registration on Form S-3, or in the case of an Underwritten Offering, of at least $50 million; provided
      that, for the purposes of clauses (i) and (ii), any Registration Statement withdrawn pursuant to Section ‎3.1(d)
      shall not affect the Company’s obligation to effect any Demand Registration.

   

  (c)          
    Demand Notice. Promptly upon receipt of
      a Demand Registration Request pursuant to Section ‎(a)‎3.1(a) (but in no event more than 10
      Business Days thereafter), the Company shall deliver a written notice of the Demand Registration Request to all other Holders
      offering each such Holder the opportunity to include in the Demand Registration that number of Registrable Securities as the Holder
      may request in writing (the “Demand Notice”). Subject to Sections ‎3.1(g) and ‎(h),
      the Company shall include in the Demand Registration all such Registrable Securities with respect to which the Company has received
      written requests for inclusion therein within five Business Days after the date that the Demand Notice was delivered.

   

  
    8

    
      

    

  

   

  (d)         
    Demand Withdrawal. Each Holder that has
      requested the inclusion of Registrable Securities in a Registration (other than a Registration in connection with a Public Offering)
      pursuant to Sections ‎3.1(a) or ‎3.1(c)‎(c) may withdraw
      all or any portion of its Registrable Securities from that registration at any time prior to the effectiveness of the applicable
      Registration Statement by delivering written notice to the Company. Upon receipt of a notice or notices withdrawing (i) all of
      the Registrable Securities included in that Registration Statement by the initiating Holder or (ii) a number of such Registrable
      Securities so as to cause the expected net proceeds to fall below the applicable threshold set forth in Section ‎3.1(b),
      the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement.

   

  (e)          
    Effectiveness.

   

  (i)           
    The Company shall use commercially reasonable
      efforts to cause any Registration Statement filed by it pursuant to this Agreement to become effective as promptly as practicable,
      subject to all applicable provisions of this Agreement.

   

  (ii)          
    The Company shall use commercially reasonable
      efforts to keep any Shelf Registration Statement filed on Form S-3 continuously effective under the Securities Act to permit the
      Prospectus forming a part of it to be usable by Holders until the earlier of: (A) the date as of which all Registrable Securities
      have been sold pursuant to that Shelf Registration Statement or another Registration Statement filed under the Securities Act
      (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder);
      (B) the date as of which no Holder whose Registrable Securities are registered on such Form S-3 holds Registrable Securities;
      (C) any date reasonably determined by the Board of Directors to be appropriate, excluding any date that is fewer than 180 days
      after the effectiveness of the Registration Statement; and (D) the third anniversary of the effectiveness of the Registration
      Statement.

   

  (iii)         
    If the Registration Statement filed is a Shelf
      Registration Statement on any form other than Form S-3 and such Registration Statement was not filed in connection with an Underwritten
      Offering, the Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective under
      the Securities Act until such time as the Company is eligible to file a Shelf Registration Statement on Form S-3 covering the
      Registrable Securities thereon or such shorter period during which all Registrable Securities included in the Registration Statement
      have actually been sold.

   

  (iv)         
    If the Registration Statement filed is a Shelf
      Registration Statement on any form other than Form S-3 and such Registration Statement was filed in connection with an Underwritten
      Offering, the Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective under
      the Securities Act, for a period of at least 180 days after the effective date thereof or such other period as the underwriters
      for any Underwritten Offering may determine to be appropriate, or such shorter period during which all Registrable Securities
      included in the Registration Statement have actually been sold; provided that such period shall be extended for a period
      of time equal to the period the Holders of Registrable Securities may be required to refrain from selling any securities included
      in the Registration Statement at either the request of the Company or an underwriter of the Company pursuant to the provisions
      of this Agreement.

   

  
    9

    
      

    

  

   

  (f)          
    Delay in Filing; Suspension of Registration.
      If the filing, initial effectiveness or continued use of a Registration Statement at any time would require the Company to make
      an Adverse Disclosure, 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, the Registration Statement (a “Suspension”); provided, however,
      that the Company shall use its commercially reasonable efforts to avoid exercising a Suspension (i) for a period exceeding 60
      days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month period. In the case of a Suspension, the
      Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase,
      Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing
      upon the termination of any Suspension. The Company shall, if necessary, amend or supplement the Prospectus so it does not contain
      any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented
      as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration Statement, if required
      by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration
      form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders
      of a majority of Registrable Securities that are included in such Registration Statement.

   

  (g)         
    Priority of Securities Registered Pursuant
        to Shelf Registrations. If the Board of Directors concludes in good faith that the number of securities requested to be included
      in a Shelf Registration exceeds the number that can be sold without being likely to have an adverse effect on the price, timing
      or distribution of the securities offered or the market for the securities offered, then the securities to be included in such
      Registration shall be, (x) first, allocated to each Holder that has requested to participate in such Registration an amount equal
      to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Holder and (ii) a number
      of such shares equal to such Holder’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause
      (x) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters can be
      sold without having such adverse effect. If a cutback pursuant to this Section ‎3.1(h)‎3.1(g)
      or Section ‎3.1(h) would cause an applicable dollar threshold set forth in Section ‎3.1(b)(iii)
      not to be met with respect to the Demand Registration, Section ‎3.1(b)(iii) shall not apply to that
      Demand Registration.

   

  (h)         
    Priority of Securities in Underwritten Offerings.
      If the managing underwriter or underwriters of any proposed Underwritten Offering advise the Company in writing that, in its or
      their opinion, the number of securities requested to be included in the proposed offering exceeds the number that can be sold
      in that offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered
      or the market for the securities offered, the number of Registrable Securities to be included shall be, (x) first, allocated to
      each Holder that has requested to participate in such Underwritten Offering an amount equal to the lesser of (i) the number of
      such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such
      Holder’s Pro Rata Portion, and (y) second, and only if all securities referred to in clause (x) have been included, the
      number of other securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such
      adverse effect.

   

  
    10

    
      

    

  

   

  (i)           
    Participation in Underwritten Offerings.
      No Person may participate in any Underwritten Offering hereunder unless that Person agrees to sell the Registrable Securities
      it desires to have covered by the applicable Registration Statement on the basis provided in any underwriting arrangements in
      customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other
      documents required under the terms of the underwriting arrangements; provided that no Person shall be required to make
      representations and warranties other than those related to title and ownership of their shares and as to the accuracy and completeness
      of statements made in a Registration Statement, prospectus, offering circular, or other document in reliance upon and conformity
      with written information furnished to the Company or the managing underwriter by such Person.

   

  (j)           
    Resale Rights. In the event that a Holder
      that is a partnership, limited liability company, trust or similar entity requests to participate in a Registration pursuant to
      this Section ‎3.1 in connection with a distribution of Registrable Securities to its partners, members
      or beneficiaries, the Registration shall provide for resale by such partners, members or beneficiaries, if approved by the Board
      of Directors.

   

  3.2         
    Shelf Takedowns.

   

  (a)           
    At any time the Company has an effective Shelf
      Registration Statement with respect to Registrable Securities, a Holder, by notice to the Company specifying the intended method
      or methods of disposition thereof, may make a written request (a “Shelf Takedown Request”) that the Company
      effect an Underwritten Shelf Takedown of all or a portion of such Holder’s Registrable Securities that are registered on
      such Shelf Registration Statement, and as soon as practicable thereafter, the Company shall amend or supplement the Shelf Registration
      Statement as necessary for such purpose, subject to all applicable provisions of this Agreement.

   

  
    11

    
      

    

  

   

  (b)          
    Promptly upon receipt of a Shelf Takedown Request
      (but in no event more than two Business Days thereafter (or such shorter period as may be reasonably requested in connection with
      an underwritten “block trade”)) for any Underwritten Shelf Takedown, the Company shall deliver a notice (a “Shelf
        Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement,
      or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”).
      The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten
      Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing. The Company
      shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which the Company has received
      written requests for inclusion therein within three Business Days (or such shorter period as may be reasonably requested in connection
      with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential
      Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown
      Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation
      on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving
      effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent
      (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their
      principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate
      (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to
      the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown
      and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section ‎3.2
      shall be determined by the initiating Holders.

   

  3.3         
    Piggyback Registration.

   

  (a)          
    Participation. If the Company at any time
      proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering
      of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Sections ‎3.1 or ‎3.2,
      (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms, (iii) a Registration of securities solely relating
      to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan, employee
      stock purchase plan, or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities
      issuable upon the conversion, exchange or exercise of any then-outstanding security of the Company or (v) a Registration relating
      to a dividend reinvestment plan), then as soon as practicable (but in no event less than 10 Business Days prior to the proposed
      date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated
      pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing
      or Public Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under such Registration
      Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing
      (a “Piggyback Registration”). The Company shall not be required to provide a Piggyback Notice to Holders of
      any Registrable Securities that are already registered pursuant to an effective registration statement. Subject to Section ‎3.1(b),
      the Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities
      that are requested to be included therein within five Business Days after the receipt by such Holder of any such notice; provided,
      however, that if at any time after giving written notice of its intention to register or sell any securities and prior
      to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of
      a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay
      Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon,
      (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable
      Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses
      in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration
      or sale be effected as a Demand Registration under Section ‎3.1 or an Underwritten Shelf Takedown, as the
      case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration
      or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable
      Securities. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities
      in a Piggyback Registration by giving written notice to the Company of its request to withdraw prior to such Registration the
      securities being registered in such Piggyback Registration.

   

  
    12

    
      

    

  

   

  (b)          
    Priority of Piggyback Registration. If
      the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration
      informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such
      Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without
      being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market
      for the securities offered, then the securities to be included in such Registration shall be, (x) first, one hundred percent (100%)
      of the securities that the Company proposes to sell, (y) second, and only if all the securities referred to in clause (x) have
      been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be
      sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate
      in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold
      by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (z) third, and only if all
      of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible
      for inclusion in such Registration.

   

  (c)          
    No Effect on Other Registrations. No Registration
      of Registrable Securities effected pursuant to a request under this Section ‎3.3 shall be deemed to have
      been effected pursuant to Section ‎3.1 or shall relieve the Company of its obligations under Section ‎3.1.

   

  3.4         
    Lock-Up Agreements. In connection with
      each Registration or sale of Registrable Securities pursuant to Sections ‎3.1 or ‎3.3
      conducted as an Underwritten Offering, each Holder, to the extent required by the applicable managing underwriter, agrees
      hereby not to, and agrees to execute and deliver a lock-up agreement with the underwriter(s) of such Public Offering restricting
      such Holder’s right to, (a) Transfer, directly or indirectly, any equity securities of the Company held by such Holder,
      or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of such
      securities during the period commencing on the date of the final Prospectus relating to such Public Offering and ending on the
      date specified by the underwriters (such period not to exceed 90 days plus such additional period as may be requested by the Company
      or an underwriter due to regulatory restrictions on the publication or other distribution of research reports and analyst recommendations
      and opinions, if applicable), in each case, excluding transfers pursuant to any carve-outs in the applicable lock-up agreement.
      The terms of such lock-up agreements shall be negotiated among the Holders, the Company and the underwriters and shall include
      customary carve-outs from the restrictions on Transfer set forth therein.

   

  
    13

    
      

    

  

   

  3.5         
    Registration Procedures.

   

  (a)          
    Requirements. In connection with the Company’s
      obligations under Sections ‎3.1 and ‎3.3, the Company shall use its
      commercially reasonable efforts to effect such Registration and to permit the sale of such Registrable Securities in accordance
      with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith
      the Company shall use its commercially reasonable efforts to:

   

  (i)           
    as promptly as practicable, prepare the required
      Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith
      and Prospectus, and, before filing a Registration Statement or Prospectus or any amendments or supplements thereto, (x) furnish
      to the underwriters, if any, and to the Holders of the Registrable Securities covered by such Registration Statement, copies of
      all documents prepared to be filed, which documents shall be subject to the review of such underwriters and such Holders and their
      respective counsel, (y) make such changes in such documents concerning the Holders prior to the filing thereof as such Holders,
      or their counsel, may reasonably request and (z) except in the case of a Registration under Section ‎3.3,
      not file any Registration Statement or Prospectus or amendments or supplements thereto to which participating Holders, in such
      capacity, or the underwriters, if any, shall reasonably object;

   

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

   

  (iii)         
    notify the participating Holders and the managing
      underwriter or underwriters, if any, and (if requested) confirm such notice in writing and provide copies of the relevant documents,
      as soon as reasonably practicable after notice thereof is received by the Company (a) when the applicable Registration Statement
      or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or any amendment or supplement
      thereto has been filed, (b) of any written comments by the SEC, or any request by the SEC or other federal or state governmental
      authority for amendments or supplements to such Registration Statement or such Prospectus, or for additional information (whether
      before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which
      may affect, the Registration, (c) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration
      Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final
      Prospectus or the initiation or threatening of any proceedings for such purposes, (d) if, at any time, the representations and
      warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects and (e)
      of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities
      for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

   

  
    14

    
      

    

  

   

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

   

  (v)          
    to the extent the Company is eligible under the
      relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration Statement, the Company
      shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring
      to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders)
      in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a
      Prospectus supplement rather than a post-effective amendment;

   

  (vi)         
    prevent, or obtain the withdrawal of, any stop
      order or other order or notice preventing or suspending the use of any preliminary or final Prospectus;

   

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

   

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

   

  
    15

    
      

    

  

   

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

   

  (x)          
    on or prior to the date on which the applicable
      Registration Statement becomes effective, use its commercially reasonable efforts to register or qualify, and cooperate with the
      selling Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the Registration
      or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each
      state and other jurisdiction as any such selling Holder or managing underwriter or underwriters, if any, or their respective counsel
      reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such Registration
      or qualification in effect for such period as required by Section ‎3.1, as applicable; provided
      that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified
      or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not
      then so subject;

   

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

   

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

   

  (xiii)        
    make such representations and warranties to the
      Holders being registered, and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers
      in public offerings similar to the offering then being undertaken;

   

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

   

  
    16

    
      

    

  

   

  (xv)        
    in the case of an Underwritten Offering, obtain
      for delivery to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the date of
      the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory
      to such underwriters and their counsel;

   

  (xvi)       
    in the case of an Underwritten Offering, obtain
      for delivery to the Company and the managing underwriter or underwriters, with copies to the Holders included in such Registration
      or sale, a comfort letter from the Company’s independent certified public accountants or independent auditors (and, if necessary,
      any other independent certified public accountants or independent auditors of any subsidiary of the Company or any business acquired
      by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement)
      in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or
      underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under
      the underwriting agreement;

   

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

   

  (xviii)    
    comply with all applicable securities laws and,
      if a Registration Statement was filed, make available to its security holders, as soon as reasonably practicable, an earnings
      statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

   

  (xix)        
    provide and cause to be maintained a transfer
      agent and registrar for all Registrable Securities covered by the applicable Registration Statement;

   

  (xx)         
    to cause all Registrable Securities covered by
      the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s equity securities
      are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s equity securities are
      then quoted;

   

  (xxi)        
    make available upon reasonable notice at reasonable
      times and for reasonable periods for inspection by any underwriter participating in any disposition to be effected pursuant to
      such Registration Statement and by any attorney, accountant or other agent retained by any such underwriter, all pertinent financial
      and other records and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers,
      directors and employees and the independent public accountants who have certified its financial statements to make themselves
      available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection
      with such Registration Statement;

   

  
    17

    
      

    

  

   

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

   

  (xxiii)      
    take no direct or indirect action prohibited
      by Regulation M under the Exchange Act; and

   

  (xxiv)    
     take all such other commercially reasonable actions
      as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance
      with the terms of this Agreement.

   

  (b)         
    Company Information Requests. The Company
      may require each seller of Registrable Securities as to which any Registration or sale is being effected to furnish to the Company
      such information regarding the distribution of such securities and such other information relating to such Holder and its ownership
      of Registrable Securities as the Company may from time to time reasonably request in writing and the Company may exclude from
      such Registration or sale the Registrable Securities of any such Holder who unreasonably fails to furnish such information within
      a reasonable time after receiving such request. Each Holder agrees to furnish such information to the Company and to cooperate
      with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

   

  (c)          
    Discontinuing Registration. Each Holder
      agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section ‎3.5(a)(iv),
      such Holder shall discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder’s
      receipt of the copies of the supplemented or amended Prospectus contemplated by Section ‎3.5(a)(iv), or
      until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies
      of any additional or supplemental filings that are incorporated by reference in the Prospectus, or any amendments or supplements
      thereto, and if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies,
      other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities
      current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during which the
      applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period
      from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities
      covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section ‎3.5(a)(iv)
      or is advised in writing by the Company that the use of the Prospectus may be resumed.

   

  3.6         
    Underwritten Offerings.

   

  (a)          
    Shelf and Demand Registrations. If requested
      by the underwriters for any Underwritten Offering, pursuant to a Registration or sale under Section ‎3.1,
      the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in
      substance and form to each of the Company, the participating Holders and the underwriters, and to contain such representations
      and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities
      no less favorable to the recipient thereof than those provided in Section ‎3.9. The Holders of the Registrable
      Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting
      agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and such Holders
      shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters
      and required under the terms of such underwriting arrangements. Any such Holder shall not be required to make any representations
      or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding
      such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and
      any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount
      of the liability of such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its Registrable
      Securities in the offering, net of underwriting discounts and commissions but before expenses.

   

  
    18

    
      

    

  

   

  (b)          
    Piggyback Registrations. If the Company
      proposes to register or sell any of its securities under the Securities Act as contemplated by Section ‎3.3
      and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any Holder
      pursuant to Section ‎3.3, and subject to the provisions of Section ‎3.3(b), use
      its commercially reasonable efforts to arrange for such underwriters to include on the same terms and conditions that apply to
      the other sellers in such Registration or sale all the Registrable Securities to be offered and sold by such Holder among the
      securities of the Company to be distributed by such underwriters in such Registration or sale. The Holders of Registrable Securities
      to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters
      and shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters
      and required under the terms of such underwriting arrangements. Any such Holder shall not be required to make any representations
      or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding
      such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and
      any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount
      of the liability of such Holder shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the
      offering, net of underwriting discounts and commissions but before expenses.

   

  (c)           
    Selection of Underwriters; Selection of Counsel.
      In the case of an Underwritten Offering under Sections ‎3.1 or ‎3.2,
      the managing underwriter or underwriters to administer the offering shall be determined by the Holders holding a majority of the
      Registrable Securities being sold; provided that such underwriter or underwriters shall be reasonably acceptable to the
      Company.

   

  3.7         
    No Inconsistent Agreements. Neither the
      Company nor any of its subsidiaries shall hereafter enter into, and neither the Company nor any of its subsidiaries is currently
      a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement.

   

  
    19

    
      

    

  

   

  3.8         
    Registration Expenses. All expenses incident
      to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including (i) all registration
      and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees
      and expenses in connection with compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements
      of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities), (iii) all printing,
      duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates
      for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses),
      (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent
      auditors of the Company and any subsidiaries of the Company (including the expenses of any special audit and comfort letters required
      by or incident to such performance), (v) all fees and expenses incurred in connection with the listing of the Registrable Securities
      on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vi) all fees and
      expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (vii) all
      of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or
      accounting duties) and (viii) all expenses related to the “road show” for any Underwritten Offering (including the
      reasonable out-of-pocket expenses of the Holders and underwriters, if so requested). All such expenses are referred to herein
      as “Registration Expenses.” The Company shall not be required to pay any fees and disbursements to underwriters
      not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts
      and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

   

  3.9         
    Indemnification.

   

  (a)           
    Indemnification by the Company. The Company
      shall indemnify and hold harmless, to the full extent permitted by law, each Holder, each shareholder, member, limited or general
      partner of such Holder, each shareholder, member, limited or general partner of each such shareholder, member, limited or general
      partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person
      who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives
      from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several
      (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”)
      arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement
      under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary
      Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein),
      or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
      statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were
      made) not misleading; provided that no selling Holder shall be entitled to indemnification pursuant to this Section ‎3.9(a)
      in respect of any untrue statement or omission contained in any information relating to such selling Holder furnished in writing
      by such selling Holder to the Company specifically for inclusion in a Registration Statement and used by the Company in conformity
      therewith (such information, “Selling Stockholder Information”). This indemnity shall be in addition to any
      liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities by such Holder
      and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. The Company shall
      also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the
      distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act
      and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification
      of the indemnified parties.

   

  
    20

    
      

    

  

   

  (b)          
    Indemnification by the Selling Holders.
      Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law,
      the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or
      the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement
      under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or
      summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference
      therein) or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements
      therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not
      misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in such selling
      Holder’s Selling Stockholder Information. In no event shall the liability of any selling Holder hereunder be greater in
      amount than the dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such
      indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such Holder
      pursuant to Section ‎3.9(d) and any amounts paid by such Holder as a result of liabilities incurred under
      the underwriting agreement, if any, related to such sale.

   

  (c)           
    Conduct of Indemnification Proceedings.
      Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with
      respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall
      relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially
      prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with
      counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification
      hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the
      fees and expenses of such counsel shall be at the expense of such Person unless (w) the indemnifying party has agreed in writing
      to pay such fees or expenses, (x) the indemnifying party shall have failed to assume the defense of such claim within a reasonable
      time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably
      satisfactory to such Person, (y) the indemnified party has reasonably concluded (based upon advice of its counsel) that there
      may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to
      the indemnifying party, or (z) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of
      interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies
      the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party,
      the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying
      party assumes the defense, then no indemnifying party shall, without the written consent of the indemnified party, effect the
      settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim
      in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual
      or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release
      of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or
      an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. If such defense is not assumed
      by the indemnifying party, the indemnifying party shall not be subject to any liability for any settlement made without its prior
      written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall
      not, except as specifically set forth in this Section ‎3.9(c), in connection with any proceeding or related
      proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate
      firm admitted to practice in such jurisdiction at any one time unless (x) the employment of more than one counsel has been authorized
      in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel)
      that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified
      parties or (z) a conflict or potential conflict exists or may exist (based upon advice of counsel to an indemnified party)
      between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated
      to pay the reasonable fees and expenses of such additional counsel or counsels.

   

  
    21

    
      

    

  

   

  (d)          
    Contribution. If for any reason the indemnification
      provided for in Sections ‎3.9(a) and ‎(b) is unavailable to an indemnified
      party or insufficient in respect of any Losses referred to therein (other than as a result of exceptions or limitations on indemnification
      contained in Sections ‎3.9(a) and ‎(b)), then the indemnifying party
      shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate
      to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand
      in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.
      In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party
      on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any
      untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
      information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge,
      access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would
      not be just or equitable if contribution pursuant to this Section ‎3.9(d) were determined by pro rata allocation
      or by any other method of allocation that does not take account of the equitable considerations referred to in this Section ‎3.9(d).
      No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
      to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified
      party as a result of the Losses referred to in Sections ‎3.9(a) and ‎(b)
      shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by
      such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
      of this Section ‎3.9(d), in connection with any Registration Statement filed by the Company, a selling
      Holder shall not be required to contribute any amount in excess of the dollar amount of the proceeds from the sale of its Registrable
      Securities in the offering giving rise to such contribution obligation, net of underwriting discounts and commissions but before
      expenses, less any amounts paid by such Holder pursuant to Section ‎3.9(b) and any amounts paid by such
      Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. If indemnification
      is available under this Section ‎3.9, the indemnifying parties shall indemnify each indemnified party to
      the full extent provided in Sections ‎3.9(a) and ‎(b) hereof without
      regard to the provisions of this Section ‎3.9(d). The remedies provided for in this Section ‎3.9
      are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at
      law or in equity.

   

  
    22

    
      

    

  

   

  3.10       
    Rules 144 and 144A and Regulation S. The
      Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations
      adopted by the SEC thereunder (or, if the Company is not required to file such reports, it shall, upon the request of any Holder,
      make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted
      by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from
      time to time or any similar rule or regulation hereafter adopted by the SEC), and it shall take such further action as any Holder
      may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without
      Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation
      of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from
      time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company
      shall deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics
      thereof.

   

  3.11       
    Existing Registration Statements. Notwithstanding
      anything herein to the contrary and subject to applicable law and regulation, the Company may satisfy any obligation hereunder
      to file a Registration Statement or to have a Registration Statement become effective by a specified date by designating, by notice
      to the Holders, a Registration Statement that previously has been filed with the SEC or become effective, as the case may be,
      as the relevant Registration Statement for purposes of satisfying such obligation, and all references to any such obligation shall
      be construed accordingly; provided that such previously filed Registration Statement may be, and is, amended or, subject
      to applicable securities laws, supplemented to add the number of Registrable Securities, and, to the extent necessary, to identify
      as selling stockholders those Holders demanding the filing of a Registration Statement pursuant to the terms of this Agreement.
      To the extent this Agreement refers to the filing or effectiveness of other Registration Statements, by or at a specified time
      and the Company has, in lieu of then filing such Registration Statements or having such Registration Statements become effective,
      designated a previously filed or effective Registration Statement as the relevant Registration Statement for such purposes, in
      accordance with the preceding sentence, such references shall be construed to refer to such designated Registration Statement,
      as amended or supplemented in the manner contemplated by the immediately preceding sentence.

   

  
    23

    
      

    

  

   

  Article
      IV 

      

      MISCELLANEOUS

   

  4.1         
    Authority; Effect. Each party hereto represents
      and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument
      applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to
      the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture
      or other association. The Company and its subsidiaries shall be jointly and severally liable for all obligations of each such
      party pursuant to this Agreement.

   

  4.2         
    Notices. Any notices, requests, demands
      and other communications required or permitted in this Agreement shall be effective if in writing and (i) delivered personally,
      (ii) sent by facsimile or e-mail, or (iii) sent by overnight courier, in each case, addressed as follows:

   

  If
      to the Company to:

   

  Excelerate
      Energy, Inc. 

  2445
      Technology Forest Blvd., Level 6 

  The
      Woodlands, TX 77381 

  Telephone:
      (832) 813-7100 

  Attention: 

    

  E-mail: 

    

   

  with
      copies (not constituting notice) to:

   

  Gibson,
      Dunn & Crutcher LLP 

  811
      Main Street, Suite 3000 

  Houston,
      TX 77002 

  Attention:
      Andrew L. Fabens 

  Hillary
      H. Holmes 

  E-mail:
      AFabens@gibsondunn.com 

  HHolmes@gibsondunn.com

   

  and

   

  Frederic
      Dorwart, Lawyers PLLC 

  Old
      City Hall 

  124
      East Fourth Street 

  Tulsa,
      OK 74103 

  Attention:
      Amanda D. Lovelace 

  E-mail:
      alovelace@fdlaw.com

   

  If
      to a Holder, to the address on file in the Company’s records.

   

  
    24

    
      

    

  

   

  Notice
      to the holder of record of any Registrable Securities shall be deemed to be notice to the holder of such securities for all purposes
      hereof.

   

  Unless
      otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if personally
      delivered, (ii) on the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business
      Day, on the first Business Day thereafter and (iii) two Business Days after being sent by overnight courier. Each of the parties
      hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

   

  4.3         
    Termination and Effect of Termination.
      This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of
      Sections ‎3.9 and ‎3.10, which shall survive any such termination. No termination
      under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination.
      In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section ‎3.9
      hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder
      and (ii) occurred prior to such termination.

   

  4.4         
    Permitted Transferees. The rights of a
      Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable
      Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with
      respect to any such Transfer, no assignment permitted under the terms of this Section ‎4.4 shall be effective
      unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written
      acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee shall
      be bound by, and shall be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section ‎4.4
      may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section ‎4.4.

   

  4.5         
    Remedies. The parties to this Agreement
      shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or
      any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any
      other remedies that may be available, each of the parties hereto shall be entitled to specific performance of the obligations
      of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as
      may be appropriate in the circumstances. No delay of or omission in the exercise of any right, power or remedy accruing to any
      party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy,
      nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring
      later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or
      default occurring before or after that waiver.

   

  4.6         
    Amendments. This Agreement may not be
      orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may
      be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed
      by the Company and the Holders of a majority of the Registrable Securities under this Agreement; provided, however,
      that any amendment, modification, extension or termination that disproportionately and adversely affects any Holder shall require
      the prior written consent of such Holder. Each such amendment, modification, extension or termination shall be binding upon each
      party hereto. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party.

   

  
    25

    
      

    

  

   

  4.7         
    Governing Law. This Agreement and all
      claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed
      in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws
      provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

   

  4.8         
    Consent to Jurisdiction. Each party to
      this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in the State of Delaware and the County of New Castle for the purpose of any action, claim, cause of action or
      suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating
      to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and
      agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim
      that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
      or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject
      matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action,
      claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based
      upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to
      make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause
      of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named
      courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party
      hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this
      Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding
      the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named
      courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding
      in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested,
      at its address specified pursuant to Section ‎4.2 hereof is reasonably calculated to give actual notice.

   

  4.9         
    WAIVER OF JURY TRIAL. TO THE EXTENT NOT
      PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER
      AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE
      OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT
      OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN
      EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES
      HERETO THAT THIS SECTION ‎4.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY
      IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION ‎4.9
      WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

   

  
    26

    
      

    

  

   

  4.10       
    Merger; Binding Effect, Etc. This Agreement
      constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral
      or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of
      the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise
      expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective
      obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or
      delegation in violation of the foregoing shall be null and void.

   

  4.11       
    Counterparts. This Agreement may be signed
      in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an
      original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
      page to this Agreement by telecopier, facsimile or other electronic transmission shall be effective as delivery of a manually
      executed counterpart thereof. The words “execution,” “signed,” “signature,” “delivery,”
      and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall
      be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of
      the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a
      paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated
      hereunder by electronic means.

   

  4.12       
    Severability. In the event that any provision
      hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying
      or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The
      provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect,
      it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

   

  [Signature
        pages follow.]

   

  
    27

    
      

    

  

   

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

   

  	 	Excelerate Energy, Inc.
	 	 	 
	 	By:	/s/ Steven Kobos
	 	 	Name: Steven Kobos
	 	 	Title: President and Chief Executive Officer
	 	 	 


  Signature
        Page to Registration Rights Agreement

   

  
     

    
      

    

  

   

  	 	Excelerate Energy Holdings, LLC
	 	By: Kaiser-Francis Management Company LLC, its  manager
	 	 	 
	 	By:	/s/ Don Millican
	 	 	Name: Don Millican
	 	 	Title: President
	 	 	 


  Signature
        Page to Registration Rights Agreement

   

  
     

    
      

    

  

   

  	 	Maya Maritime LLC
	 	 	 
	 	By:	/s/ Frederic Dorwart
	 	 	Name: Frederic Dorwart
	 	 	Title: President
	 	 	 


  Signature
        Page to Registration Rights Agreement