Exhibit 10.2


 


Execution Version


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of April 4, 2022, is made and entered into by and among Skillsoft Corp., a Delaware corporation
(the “Company”), and the undersigned parties under Holder on the signature pages hereto (together with any person or
entity who hereafter becomes a party to this Agreement, the “Holders”, and each individually, a “Holder”).


 


RECITALS


 


WHEREAS, the Company
is party to that certain Agreement and Plan of Merger, dated as of December 22, 2021 (as it may be amended, supplemented, restated or
otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Skillsoft Finance II, Inc.,
a Delaware corporation, Skillsoft Newco I, Inc., a Delaware corporation (“Merger Sub I”), Skillsoft Newco II, LLC,
a Delaware limited liability company (“Merger Sub II”), Ryzac, Inc., a Delaware corporation (“Ryzac”),
and Fortis Advisors LLC, solely in its capacity as the representative of the Company Equity Holders (as defined in the Merger Agreement),
pursuant to which, among other things, (i) Merger Sub I will merge with and into Ryzac (the “First Merger”), with Ryzac
being the surviving corporation of the First Merger (the “Initial Surviving Company”), and (ii) immediately following
the First Merger and as part of the same overall transaction as the First Merger, the Initial Surviving Company will merge with and into
Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger
Sub II being the surviving company of the Second Merger;


 


WHEREAS, pursuant to
the terms and subject to the conditions set forth in the Merger Agreement, the Holders shall receive shares of Class A common stock of
the Company, par value $0.0001 per share (“Common Stock”), and, if applicable, cash, in each case, in such amounts
as set forth in the Merger Agreement;


 


WHEREAS, the Merger Agreement
provides that, at the Closing (as defined in the Merger Agreement), the parties hereto shall enter into this Agreement; and


 


WHEREAS, the Company
and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights
with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.


 


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


 


Article I

DEFINITIONS


 


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


 






     


     


    

 


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


 


“Affiliate”
shall mean, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under
common control with, such specified Person. As used in this definition, the term “control” shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract or otherwise.


 


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


 


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


 


“Bookings”
shall mean (i) subscription renewals, upgrades, churn, and downgrades to existing customers, (ii) non-subscription services, and (iii)
sales to new customers. Bookings generally represent a customer’s annual obligation (versus the life of the contract), and, for
the subscription business, revenue is recognized for such Bookings over the twelve (12) months following such Bookings.


 


“Business Day”
means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York.


 


“Commission”
shall mean the United States Securities and Exchange Commission.


 


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


 


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


 


“Company Shelf Takedown
Notice” shall have the meaning given in subsection 2.3.3.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.1.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Effectiveness Deadline”
shall have the meaning given in subsection 2.3.1.


 


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


 






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


 


“Form S-1 Shelf”
shall have the meaning given in subsection 2.3.1.


 


“Form S-3 Shelf”
shall have the meaning given in subsection 2.3.1.


 


“Founder Holder”
shall mean Zachary Sims or his spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or
adopted), or any other immediate family member of Mr. Sims (or his spouse, including any life partner or similar statutorily-recognized
domestic partner), or any trust, partnership or limited liability company controlled by or formed for the benefit of, or the ownership
interests of which are owned wholly by, Mr. Sims or any such immediate family member.


 


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


 


“Initial Surviving
Company” shall have the meaning given in the Recitals hereto.


 


“Lock-Up Period”
shall mean: (i) with respect to the Common Stock held by the Holders other than the Founder Holder, the period beginning on the Closing
Date and ending on the date that is 180 days following the Closing Date; and (ii) with respect to the Common Stock held by the Founder
Holder, the period beginning on the Closing Date and ending on the earlier of (r) the second anniversary of the Closing Date and (s) a
Change of Control, as defined in the Company’s 2020 Omnibus Incentive Plan; provided, however, that
(A) if Bookings directly attributable to Ryzac product offerings meet or exceed the Bookings target for the Ryzac product offerings for
the fiscal year ending January 31, 2023 or (B) Bookings for the Company’s Tech & Dev business (including Bookings directly attributable
to Ryzac product offerings) meet or exceed the Bookings target for the Company’s Tech & Dev business established by the Board
in its sole discretion for the fiscal year ending January 31, 2023, then, upon the later to occur of (x) the twelve (12) month anniversary
of the Closing Date and (y) April 15, 2023, then the Lock-Up Period shall be deemed to have ended with respect to fifty percent (50%)
of all Registrable Securities then held by the Founder Holder; provided, further, that in the event that the
applicable Bookings in clause (A) or (B) above are (I) at least ninety-seven percent (97%) but less than one hundred percent (100%) of
the applicable target, the Lock-Up Period shall be deemed to have ended with respect to forty-five percent (45%) of all Registrable Securities
then held by the Founder Holder or (II) at least ninety-four percent (94%) but less than ninety-seven percent (97%) of the applicable
target, the Lock-Up Period shall be deemed to have ended with respect to twenty-five percent (25%) of all Registrable Securities then
held by the Founder Holder; provided, further, that if (x) the Founder Holder’s employment with the Company
or its Affiliates is terminated without Cause or by Founder Holder for Good Reason, as such terms are defined in Founder Holder’s
Offer Letter in effect at the time or (y) the Founder Holder no longer reports directly to Jeffrey Tarr, then the Lock-Up Period shall
be deemed to have ended with respect to twenty-five percent (25%) of all Registrable Securities then held by the Founder Holder. For purposes
of determining whether the conditions described in clause (ii) of this paragraph have been met, with respect to multi-year contracts,
only one (1) year of Bookings will be considered. For the avoidance of doubt there is no employment condition to the releases as set forth
in clause (ii) of this paragraph.


 






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“Lock-Up Provisions”
shall have the meaning given in subsection 3.6.1.


 


“Maximum Number of
Securities” shall have the meaning given in subsection 2.1.4.


 


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


 


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


 


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


 


“Permitted Transferees”
shall mean, prior to the expiration of the applicable Lock-Up Period, (a) in the case of any Holder that is not an individual, any Affiliate
of such Holder (including existing affiliated investment funds or vehicles that at all times remain Affiliates) and (b) in the case of
any Holder who is an individual, (i) any successor by death or (ii) any trust, partnership, limited liability company or similar entity
solely for the benefit of such individual or such individual’s spouse or lineal descendants; provided that such individual
acts as trustee, general partner or managing member and retains the sole power to direct the voting and disposition of the transferred
Registrable Securities.


 


“Person”
means any natural person, general or limited partnership, corporation, company, trust, limited liability company, limited liability partnership,
firm, association or organization or other legal entity.


 


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


 


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


 


“Registrable Security”
shall mean (a) any outstanding shares of Common Stock held by a Holder as of the date of this Agreement issued in connection with the
transactions contemplated by the Merger Agreement, and (b) any other equity security of the Company or any of its subsidiaries issued
or issuable with respect to any securities referenced in clause (a) above by way of a stock dividend or stock split or in connection with
a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however,
that as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement
with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred,
new certificates or book entries for such securities not bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities
shall have ceased to be outstanding; (D) such securities have been sold without registration pursuant to Rule 144 promulgated under the
Securities Act (or any successor rule promulgated by the Commission); or (E) such securities have been sold to, or through, a broker,
dealer or underwriter in a public distribution or other public securities transaction.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)       reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 


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


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1.


 


“Rule 415”
shall have the meaning given in subsection 2.3.1.


 


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


 


“Sale Event”
shall have the meaning given in subsection 3.6.1.


 


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


 


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


 






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“Shelf Registration
Statement” shall mean a Registration Statement filed with the Commission on either (a) Form S-3 or Form F-3 (or any successor
form or other appropriate form under the Securities Act) or (b) if the Company is not permitted to file a Registration Statement on Form
S-3 or Form F-3, an evergreen Registration Statement on Form S-1 or Form F-1 (or any successor form or other appropriate form under the
Securities Act), in each case, for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any
similar rule that may be adopted by the SEC) covering the Registrable Securities, as applicable.


 


“Shelf Takedown Notice”
shall have the meaning given in subsection 2.3.3.


 


“Shelf Underwritten
Offering” shall have the meaning given in subsection 2.3.3.


 


“Staff” shall
have the meaning given in Section 2.5.


 


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


 


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


 


Article II

REGISTRATIONS


 


2.1             
Demand Registration.


 


2.1.1       
Request for Registration. Following expiration of the Lock-Up Period and subject to the provisions of subsection 2.1.4
and Section 2.4 hereof, at any time and from time to time, the Holders of at least 10% in interest of the then-outstanding number
of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their
Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and
the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Within three (3) Business
Days of the Company’s receipt of the Demand Registration, if the Company has not already caused such Registrable Securities to be
registered on a Shelf Registration Statement that the Company then has on file with, and has been declared effective by, the Commission
and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event
the Company shall be deemed to have satisfied its registration obligation under this subsection 2.1.1), the Company shall notify,
in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes
to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such
Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect,
as soon thereafter as practicable, but not more than forty five (45) days after the Company’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.
Under no circumstances shall the Company be obligated to effect more than an aggregate of five (5) Registrations pursuant to a Demand
Registration under this subsection 2.1.1 with respect to any or all Registrable Securities ; provided, however,
that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become
effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders
in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.


 






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2.1.2       
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed
with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and
(ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective,
unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; provided, further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been
previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated. Notwithstanding
anything to the contrary set forth herein, the Company is not obligated to take any action to effect any Demand Registration upon receipt
of a Demand Registration if a Piggyback Registration was declared effective or a Shelf Underwritten Offering was consummated within the
preceding ninety (90) days.


 


2.1.3       
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder and Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein; provided that the Company shall not be under any obligation pursuant to this subsection 2.1.3, unless such
Demanding Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $25,000,000 from such Underwritten Offering or (b) reasonably
expects to sell all of the Registrable Securities held by such Demanding Holder(s) in such Underwritten Offering. All such Holders proposing
to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding
Holders initiating the Demand Registration.


 






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2.1.4       
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that
the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken
together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which
a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders
who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders
and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder
and Requesting Holder (if any) holds prior to such Underwritten Registration) that can be sold without exceeding the Maximum Number of
Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Common
Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate
written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities;
and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), Common
Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.


 


2.1.5       
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration
pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 






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2.2             
Piggyback Registration.


 


2.2.1       
Piggyback Rights. If, at any time following expiration of the Lock-Up Period, (x) the Company has not already caused such
Registrable Securities to be registered on a Shelf Registration Statement that the Company then has on file with, and has been declared
effective by, the Commission and that remains in effect and not subject to any stop order, injunction or other order or requirement of
the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this subsection 2.2.1)
and (y) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for
the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant
to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection
with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates
to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible
into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give
written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than five (5)
Business Days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to
a Form S-3, the applicable “red herring” prospectus or prospectus supplement, which notice shall (A) describe the amount and
type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter
or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the
sale of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such
written notice (such Registration a “Piggyback Registration”). Subject to subsection 2.2.2, the Company shall,
in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause
the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders
pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities
of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an
Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the Company.


 


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


 


(a)              
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof and
Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other
stockholders of the Company (pro rata based on the respective number of Registrable Securities that each stockholder holds prior
to such Underwritten Registration), which can be sold without exceeding the Maximum Number of Securities; or


 






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(b)              
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Registration (A) first, Common Stock or other equity securities, if any, of such requesting persons
or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B)
second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 and Common Stock or other
equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written
contractual arrangements with such persons or entities (pro rata based on the respective number of Registrable Securities that
each stockholder holds prior to such Underwritten Registration), which can be sold without exceeding the Maximum Number of Securities;
and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common
Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3       
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result
of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed
with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4             
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 






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2.3             
Shelf Registration.


 


2.3.1             
Initial Registration. The Company shall, as soon as practicable, but in any event within one hundred and twenty (120) days
after the date hereof, file a Shelf Registration Statement under the Securities Act to permit the public resale of all the Registrable
Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision
adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection
2.3.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable
after the filing thereof, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (or ninety (90)
days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) ten
(10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness
Deadline”). The Registration Statement filed with the Commission pursuant to this subsection 2.3.1 shall be a shelf registration
statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a “Form
S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable
Securities, covering such Registrable Securities, and shall contain a prospectus in such form as to permit any Holder to sell such Registrable
Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement
filed pursuant to this subsection 2.3.1 shall provide for the resale pursuant to any method or combination of methods legally available
to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant
to this subsection 2.3.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration
Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities
held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the
effective date of a Registration Statement filed pursuant to this subsection 2.3.1, but in any event within five (5) Business Days
of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration
Statement filed pursuant to this subsection 2.3.1 (including the documents incorporated therein by reference) will comply as to
form in all material respects with all applicable requirements of the Securities Act and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the
case of any prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).


 


2.3.2             
Form S-3 Shelf. If the Company files a Form S-1 Shelf and thereafter the Company becomes eligible to use Form S-3 for secondary
sales, the Company shall use its reasonable best efforts to file a Form S-3 Shelf as promptly as practicable but in any event within ninety
(90) days after the date of eligibility to replace the shelf registration statement that is a Form S-1 Shelf and have the Form S-3 Shelf
declared effective as promptly as practicable and to cause such Form S-3 Shelf to remain effective, and to be supplemented and amended
to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement
is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to
be Registrable Securities.


 






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2.3.3             
Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required
by subsection 2.3.1 or 2.3.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten
offering that is registered pursuant to such shelf registration statement, if the Company files a Form S-3 Shelf and is eligible to use
Form S-3 for secondary sales (a “Shelf Underwritten Offering”); provided that such Holder(s) (a) reasonably
expect aggregate gross proceeds in excess of $25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of
the Registrable Securities held by such Holder in such Shelf Underwritten Offering. All requests for a Shelf Underwritten Offering shall
be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify
the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net
of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) Business Days after receipt of any Shelf
Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable
Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.1.4, shall include
in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion
therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement
in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected
by the Holders after consultation with the Company and shall take all such other commercially reasonable actions as are requested by the
managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities. In connection with any
Shelf Underwritten Offering contemplated by this subsection 2.3.3, subject to subsection 3.3 and Article IV, the
underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and
other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities by the
Company.


 


2.4             
Holder Information Required for Participation in Shelf Registration. At least ten (10) Business Days prior to the first
anticipated filing date of a Registration Statement pursuant to this Article II, the Company shall use reasonable efforts to notify
each Holder in writing (which may be by email) of the information reasonably necessary about the Holder to include such Holder’s
Registrable Securities in such Registration Statement. Notwithstanding anything else in this Agreement, the Company shall not be obligated
to include such Holder’s Registrable Securities to the extent the Company has not received such information, and received any other
reasonably requested agreements or certificates, on or prior to the fifth (5th) Business Day prior to the first anticipated filing date
of a Registration Statement pursuant to this Article II.


 






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2.5             
Restrictions on Registration Rights. If: (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of a
Company-initiated Registration, the Company has initiated a Registration and provided that the Company has delivered written notice regarding
such Registration to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively
employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have
requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite
the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board
concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company
shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it
would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore
essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for
a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation
in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, in the event
the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other
manner, such that the Staff or the Commission do not permit such Registration Statement to become effective due to limitations on the
use of Rule 415 under the Securities Act and used for resales in a manner that does not constitute such an offering and that permits the
continuous resale at the market by the stockholders participating therein (or as otherwise may be acceptable to each participating Holder)
without being named therein as an “underwriter,” and notwithstanding that the Company used diligent efforts to advocate with
the Staff for the registration of all or a greater part of the shares, then the Company shall reduce the number of shares to be included
in such Registration Statement by all stockholders participating therein until such time as the Staff and the Commission shall so permit
such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares
to be included by all such selling holders on a pro rata basis (based upon the number of shares otherwise required to be included for
each stockholder) unless the inclusion of shares by a particular stockholder or a particular set of stockholders are resulting in the
Staff or the Commission’s “by or on behalf of the Company” offering position, in which event the shares held by such
stockholder or set of stockholders shall be the only shares subject to reduction (and if by a set of stockholders on a pro rata basis
by such stockholders or on such other basis as would result in the exclusion of the least number of shares by all such stockholders);
provided that, with respect to such pro rata portion allocated to any Holder, such Holder may elect the allocation of such pro rata portion
among the Registrable Securities of such Holder, and
as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall
amend the Registration Statement or file a new Registration Statement to register such additional shares and cause such amendment or Registration
Statement to become effective as promptly as practicable. In addition, in the event that the Staff or the Commission requires any Holder
seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter”
in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter
in such Registration Statement, then, such Holder will have the opportunity to withdraw from the Registration Statement upon its prompt
written request to the Company or to reduce the total number of Registrable Securities to be registered on behalf of such Holder, until
such time as the Staff or the Commission does not require such identification.


 


Article III

COMPANY PROCEDURES


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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3.1.8       
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, use commercially
reasonable efforts to furnish a copy thereof to each seller of such Registrable Securities or its counsel to the extent practical;


 


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


 


3.1.10   
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters
enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;


 


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


 


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


 


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


 


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


 


3.1.15   
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 






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3.1.16   
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration, including, without limitation, making available senior executives of the Company to participate
in any due diligence sessions that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


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


 


3.3             
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements (subject to Section 3.6), underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


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


 






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


 


3.6             
Lock-Up Provisions. During the applicable Lock-Up Period, each Holder hereby agrees that it shall not (i) offer, sell, contract
to sell (including any short sale), pledge, grant any option to purchase, transfer or otherwise dispose of (including sales pursuant to
Rule 144 or Section 1145 of the Bankruptcy Code), directly or indirectly, any shares of Common Stock (including shares of Common Stock
that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Commission), (ii) enter
into a transaction that would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement
that transfers, in whole or in part, any of the economic consequences or ownership of any shares of Common Stock, whether such transaction
is to be settled by delivery of such shares of Common Stock, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale
Event”), or (iv) publicly disclose the intention to enter into any Sale Event, in each case of clauses (i) through (iv), except
in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee (the restrictions provided for in this
subsection 3.6.1, collectively, the “Lock-Up Provisions”). The Company hereby agrees that it will use reasonable
best efforts to enforce the Lock-Up Provisions during the Lock-Up Period, including through the issuance of stop-transfer instructions
to the Company’s transfer agent with respect to any transaction the Company can reasonably demonstrate would constitute a breach
of such Lock-Up Provisions.


 


3.7             
Rule 144 and Legend Removal. After the applicable Lock-Up Period, the Company shall use its reasonable best efforts to ensure
that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall be satisfied. 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. In connection with
any transfer of Registrable Securities as a result of which such Registrable Securities cease to be restricted securities (as such term
is used in Rule 144), the Company agrees that it will use its reasonable best efforts to issue and cause its counsel to issue, as promptly
as practicable, instruction letters to the Company’s transfer agent and registrar authorizing and directing the removal of any restrictive
transfer legends or other restrictions on transfer borne on such Registrable Securities.


 






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Article IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1             
Indemnification.


 


4.1.1       
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
expenses (including attorneys’ fees) caused by (i) any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, (ii) any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any actions or inactions
or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto or (iv) any registration or qualification
of securities under applicable blue sky laws (including any failure to register or qualify securities under such laws where the Company
has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification); except with respect
to clauses (i) and (ii), insofar as the same are caused by or contained in any information furnished in writing to the Company by such
Holder expressly for use therein. 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. The Company shall indemnify the Underwriters, their officers and directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to the indemnification of the Holder.


 


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


 






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


 


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


 


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


 






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Article V

MISCELLANEOUS


 


5.1             
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and,
in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as
it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the
addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to 300 Innovative
Way, Suite 201, Nashua, NH 03062, Attention: Sarah Hilty, Chief Legal Officer, and, if to any Holder, at such Holder’s address or
facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from
time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery
of such notice as provided in this Section 5.1.


 


5.2             
Assignment; No Third Party Beneficiaries.


 


5.2.1       
Except as set forth in subsection 5.2.2., this Agreement and the rights, duties and obligations of the Company hereunder
may not be assigned or delegated by the Company in whole or in part.


 


5.2.2       
A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to
a Permitted Transferee who agrees to become bound by the transfer restrictions set forth in this Agreement.


 


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


 


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


 


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


 






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


 


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


 


EACH OF THE PARTIES HERETO ACKNOWLEDGES
AND AGREES THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, THE NON-BREACHING PARTY WOULD BE IRREPARABLY HARMED AND COULD NOT BE MADE
WHOLE BY MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW OR IN EQUITY, THE PARTIES SHALL
BE ENTITLED TO SUCH EQUITABLE OR INJUNCTIVE RELIEF AS MAY BE APPROPRIATE. THE VENUE SET FORTH IN THIS SECTION ABOVE SHALL NOT BE DEEMED
TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OF A COURT DESCRIBED IN THE SECTION ABOVE, OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT
TO ENFORCE SUCH A JUDGMENT, IN ANY OTHER APPROPRIATE JURISDICTION.


 


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


 


5.5             
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its
capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in
such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other
party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies
under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder
by such party.


 






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5.6             
Other Registration Rights. The Company represents and warrants that other than pursuant to that certain Amended and Restated
Registration Rights Agreement, dated as of October 12, 2020, by and among Churchill Capital Corp. II, Churchill Sponsor II LLC, Software
Luxembourg S.A. and the holders party thereto, no person, other than a Holder of Registrable Securities has any right to require the Company
to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company
for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that
this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a
conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.7             
Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable
Securities. The provisions of Section 3.5, Article IV and this Article V (other than Section 5.6) shall survive
any termination.


 


[Signature Pages Follow]


 






    22


     


    

 


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


 


		SKILLSOFT CORP.
	 	 	 
	 	By:	/s/ Jeffrey R. Tarr
	 	Name: Jeffrey R. Tarr
	 	Title: Chief Executive Officer
	 	 	 



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 





		HOLDERS:
	 	 	 
	 	RYAN BUBINSKI
	 	 	 
	 	By:	/s/ Ryan Bubinski



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


		ZACHARY SIMS
	 	 	 
	 	By:	 /s/ Zachary Sims





 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


		INDEX VENTURES VI (JERSEY), L.P.
	 	 	 
	 	By: Index Venture Associates VI Limited, its Managing General Partner
	 	 	 
	 	By:	/s/ Nigel Greenwood
	 	 	Name: Nigel Greenwood
	 	 	Title: Director



 


		 INDEX VENTURES VI PARALLEL ENTREPRENEUR FUND
(JERSEY), L.P.
	 	 	 
	 	By: Index Venture Associates VI Limited,
its Managing General Partner
	 	 	 
	 	By:	/s/ Nigel Greenwood
	 	 	Name: Nigel Greenwood
	 	 	Title: Director





 





		 YUCCA (JERSEY) SLP
	 	 	 
	 	By: Intertrust Employee Benefit
Services Limited as Authorised Signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment
Scheme
	 	 	 
	 	By:	/s/ Lucy Miller  /s/ Chris Gottard
	 	 	Name: Lucy Miller and Chris Gottard
	 	 	Title: Authorised Signatories


 


[Signature Page to Registration Rights Agreement] 


 






     


     


    

 


		PROSUS SERVICES B.V.
	 	 	 
	 	By:	/s/ Serge de Reus
	 	 	Name: Serge
de Reus
	 	 	Title:   Director



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


		 OWL VENTURES III, L.P.
	 	 	 
	 	By: Owl Ventures Management III, LLC,
its General Partner
	 	 	 
	 	By:	/s/ Amit Patel
	 	 	Name: Amit Patel 
	 	 	Title: Managing Director


 


		 OWL VENTURES OPPORTUNITY FUND I-A, LLC
	 	 	 
	 	By: Owl Ventures Management Opportunity
I, LLC, its General Partner
	 	 	 
	 	By:	/s/ Amit Patel
	 	 	Name: Amit Patel 
	 	 	Title: Managing Director


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


		SIMS FAMILY DELAWARE HOLDINGS LLC
	 	 	 
	 	By:	 /s/ David L. Sims
	 	 	Name: David L. Sims
	 	 	Title:   Manager


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 





		UNION SQUARE VENTURES 2012 FUND, L.P.
	 	 	 
	 	By:	  /s/ Andy Weissman
	 	 	Name: Andy Weissman
	 	 	Title:   Partner


 





		USV INVESTORS 2012 FUND, L.P.
	 	 	 
	 	By:	  /s/ Andy Weissman
	 	 	Name: Andy Weissman
	 	 	Title:   Partner


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


JOINDER TO REGISTRATION RIGHTS
AGREEMENT


 


This Joinder to Registration
Rights Agreement (this “Joinder”) is executed pursuant to that certain Registration Rights Agreement, dated as of April
4, 2022 and as further amended from time to time (the “Registration Rights Agreement”), by and among Skillsoft Corp.,
a Delaware corporation, and the undersigned parties under Holder on the signature pages thereto (together with any person or entity who
becomes a party to the Registration Rights Agreement, the “Holders”, and each individually, a “Holder”),
in connection with the undersigned’s acquisition of shares of Common Stock, and/or warrants to purchase shares of Common Stock (the
 “Registrable Securities”). Capitalized terms used but not defined herein shall have the meanings set forth in the Registration
Rights Agreement.


 


The undersigned acknowledges
that it has been given a copy of the Registration Rights Agreement and afforded ample opportunity to read it, and the undersigned is thoroughly
familiar with its terms.


 


NOW, THEREFORE, in consideration
of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned does hereby (a) acknowledge and agree that (i) the undersigned has been given a copy of the Registration
Rights Agreement and ample opportunity to read it, and the undersigned is thoroughly familiar with its terms and (ii) the Registrable
Securities acquired by the undersigned shall be bound by and subject to the terms of the Registration Rights Agreement and (b) adopt the
Registration Rights Agreement with the same force and effect as if the undersigned were originally a party thereto.


 


[Remainder of the Page Left Intentionally Blank]


 






     


     


    

 


	This ____ day of ______ 2022.	 	 
	 	 	 
	 	 	[HOLDER]
	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	Address: