Exhibit 10.1


 


AMENDED
AND RESTATED


STOCKHOLDER
AND REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2021,
by and among Big Cypress Acquisition Corp., a Delaware corporation (the “Company”), Big Cypress Holdings LLC, a Delaware
limited liability company (the “Sponsor”), Ladenburg Thalmann & Co. Inc. (together with employees of Ladenburg
listed on the signature page hereof, “Ladenburg”), and each of the Persons listed on Schedule A hereto, together
with any of such Persons’ Permitted Transferees that have been assigned such Persons’ rights in accordance with the terms
of this Agreement, including the Sponsor Members (each, a “Holder” and collectively, the “Holders”).


 


RECITALS


 


WHEREAS,
the Company, SAB Biotherapeutics, Inc., a Delaware corporation (“SAB”), and Big Cypress Merger Sub Inc., a Delaware
corporation (“Merger Sub”), have entered into that certain Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into SAB, with SAB being
the surviving corporation (the “Merger”);


 


WHEREAS,
the Company, the Sponsor and Ladenburg (collectively with the Sponsor, the “Existing Holders”) are parties to that
certain Registration Rights Agreement, dated as of January 11, 2021 (the “Existing Registration Rights Agreement”);


 


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


 


WHEREAS,
the Company and the Existing Holders desire to amend and restate the Existing Registration Rights Agreement pursuant to Section 5.5 thereof,
in order to provide the Holders with registration rights with respect to the Registrable Securities on the terms set forth herein.


 


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
1


DEFINITIONS


 


Section
1.1. Definitions. The terms defined in this Article 1 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, (a) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any Misstatement, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared
effective or used, as the case may be, and (c) the Company has a bona fide business purpose for not making such information public.


 


“Affiliate”
shall mean, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common
control with, such specified Person, through one or more intermediaries or otherwise.


 


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


 


“Automatic
Shelf Registration Statement” shall mean an “automatic shelf registration statement” as defined in Rule 405 under
the Securities Act.


 


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


 


“Claims”
shall have the meaning given in Section 5.1(a).


 


“Closing
Date” shall mean the Closing Date as defined in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Commission
Guidance” shall mean (a) any publicly-available written or oral guidance of the Commission staff or any comments, requirements
or requests of the Commission staff and (b) the Securities Act.


 


“Common
Stock” shall mean the Company’s Common Stock, par value $0.0001 per share.


 


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


 


“Demanding
Holder” shall have the meaning given in Section 2.1(d).


 


“Earnout
Shares” has the meaning ascribed to such term in the Merger Agreement.


 


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


 


“Existing
Holders” shall have the meaning given in the Recitals hereto.


 


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


 


“Form
S-1” shall mean a registration statement on Form S-1 or any similar long-form registration statement that may be available
at such time.


 


“Form
S-1 Shelf” shall have the meaning given in Section 2.1(b).


 




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“Form
S-3” shall mean a registration statement on Form S-3 or any similar short form registration statement that may be available
at such time, and if the Company is a WKSI, such Form S-3 may be an Automatic Shelf Registration Statement.


 


“Form
S-3 Shelf” shall have the meaning given in Section 2.1(b).


 


“Founder
Shares” shall mean shares of Common Stock issued or issuable to the Holders prior to the consummation of the Merger.


 


“Holder
Information” shall have the meaning given in Section 3.3.


 


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


 


“Lock-Up”
shall have the meaning given in Section 6.1.


 


“Lock-Up
Parties” shall mean the Holders (other than Ladenburg) and their respective Permitted Transferees.


 


“Lock-Up
Period” shall mean the period beginning on the Closing Date and ending on the date that is one hundred eighty (180) days after
the Closing Date.


 


“Lock-Up
Shares” shall mean the shares of Common Stock and any other equity securities convertible into or exercisable or exchangeable
for shares of Common Stock held by the Holders immediately following the Closing, Earnout Shares or shares of Common Stock issued with
respect to or in exchange for equity awards on or after the Closing.


 


“Maximum
Number of Securities” shall have the meaning given in Section 2.1(e).


 


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


 


“Minimum
Amount” shall have the meaning given in Section 2.1(d).


 


“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 and any preliminary
prospectus, in the light of the circumstances under which they were made) not misleading.


 


“Other
Coordinated Offering” shall have the meaning given in Section 2.1(g).


 


“Permitted
Transferees” shall mean with respect to each Holder and its Permitted Transferees, (a) prior to the expiration of the Lock-Up
Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to the expiration of the
Lock-Up Period pursuant to Section 6.1 and (b) after the expiration of the Lock-Up Period, any person or entity to whom such Holder
is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder
and/or its Permitted Transferees and the Company and any transferee thereafter.


 




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“Person”
shall mean any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint
venture, joint stock company, governmental agency or instrumentality or other entity of any kind.


 


“Piggyback
Registration” shall have the meaning given in Section 2.3(a).


 


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


 


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


 


“Registrable
Security” shall mean (a) any shares of Common Stock issued or issuable upon the consummation of the Merger (including the Earnout
Shares), (b) any Founder Shares, (c) the Private Placement Warrants (and underlying shares of Common Stock), (d) any shares of Common
Stock, or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable
(directly or indirectly) upon conversion or exercise of any other equity securities) of the Company, acquired by the Holders after the
consummation of the Merger to the extent that such securities are “restricted securities” (as defined in Rule 144) or are
otherwise held by an “affiliate” (as defined in Rule 144) of the Company and (e) any other equity security of the Company
issued or issuable with respect to any share of Common Stock referred in the forgoing clauses (a) through (d) by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) 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; (ii) such securities shall
have been otherwise transferred, new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with
no volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 


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


 




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“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including 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 counsel for the Sponsor;


 


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


 


(g)
in a Shelf Takedown or Other Coordinated Offering, reasonable fees and expenses of one firm of legal counsel selected by the majority-in-interest
of the Demanding Holders initiating such Shelf Takedown or Other Coordinated Offering.


 


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


 


“Removed
Shares” shall have the meaning given in Section 2.2.


 


“Requesting
Holder” shall have the meaning given in Section 2.1(e).


 


“SAB”
shall have the meaning given in the Recitals.


 


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


 


“Shelf
Registration Statement” shall have the meaning given in Section 2.1(a).


 


“Shelf
Takedown” shall have the meaning given in Section 2.1(d).


 


“Shelf
Takedown Block Trade” shall have the meaning given in Section 2.1(g)(i).


 


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


 


“Sponsor
Members” shall mean members or affiliates of the Sponsor who hold Registrable Securities, including members of the Sponsor
who receive Registrable Securities upon the dissolution of Sponsor and become Holders hereunder in accordance with Section 7.2.


 




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


 


“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.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1(f).


 


“WKSI”
shall mean a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.


 


ARTICLE
2


REGISTRATIONS


 


Section
2.1. Shelf Registration.


 


(a)
The Company shall, within forty-five (45) calendar days after the Closing Date, file a Registration Statement under the Securities Act
to permit the public resale of all Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities
Act or any successor rule thereto (a “Shelf Registration Statement”), on the terms and conditions specified in this
Section 2.1(a) and shall use its best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable
after the filing thereof, but not later than (i) the 90th calendar day following the filing date if the Commission notifies
the Company that it will “review” the Shelf Registration Statement, and (ii) the 10th business day after the date
the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not
be “reviewed” or will not be subject to further review. The Shelf Registration Statement filed with the Commission pursuant
to this Section 2.1(a) shall be on Form S-1 or, if the Company is eligible to use Form S-3, then on Form S-3 or such other form
of registration statement as is then available to effect a registration for resale of 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 under the Securities Act (or
any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration
Statement. A Registration Statement filed pursuant to this Section 2.1(a) 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 commercially reasonable efforts
to cause a Registration Statement filed pursuant to this Section 2.1(a) 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. When effective, a Registration Statement filed pursuant to this Section 2.1(a) (including the documents
incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities
Act and the Exchange Act and will not contain a Misstatement. The Company’s obligations under this Section 2.1(a), shall
for the avoidance of doubt, be subject to Section 2.4 and Section 3.4.


 




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(b)
If the Company files a Shelf Registration Statement on Form S-3 (a “Form S-3 Shelf”) and thereafter the Company becomes
ineligible to use Form S-3 for secondary sales, the Company shall use its commercially reasonable efforts to file a Shelf Registration
Statement on Form S-1 (a “Form S-1 Shelf”) as promptly as practicable to replace the Form S-3 Shelf and have the Form
S-1 Shelf declared effective as promptly as practicable and to cause such Form S-1 Shelf to remain effective, and to be supplemented
and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration
Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have
ceased to be Registrable Securities. Upon such date as the Company becomes eligible to use Form S-3 for secondary sales or, in the case
of a Form S-1 Shelf filed to register the resale of Removed Shares pursuant to Section 2.2, upon such date as the Company becomes
eligible to register all of the Removed Shares for resale on a Form S-1 Shelf pursuant to the Commission Guidance and, if applicable,
without a requirement that any of the Holders be named as an “underwriter” therein, the Company shall use its commercially
reasonable efforts to file a Form S-3 Shelf as promptly as practicable to replace the applicable Form S-1 Shelf to remain effective,
and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available,
that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable
Holders until all such Registrable Securities have ceased to be Registrable Securities. The Company’s obligations under this Section
2.1(b), shall for the avoidance of doubt, be subject to Section 2.4 and Section 3.4.


 


(c)
Additional Registrable Securities. Subject to Section 2.4 and Section 3.4, in the event that any Holder holds Registrable
Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Holder, shall
promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, any then available Shelf Registration Statement (including by means of a post-effective amendment) or by filing a subsequent
Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf Registration
Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such
Registrable Securities to be so covered twice per calendar year for each of the Holders.


 




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(d)
Underwritten Shelf Takedown. Subject to Section 2.4 and Section 3.4, at any time that a Shelf Registration Statement
is effective, a Holder of at least 30% of the then-outstanding number of Registrable Securities, any of the Sponsor Members or the Sponsor
(such Holder or the Sponsor in such capacity, a “Demanding Holder”) may request to sell all or part of its Registrable Securities
in an Underwritten Offering that is registered pursuant to the Shelf Registration Statement (an “Underwritten Shelf Takedown”);
provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown for a Holder of at least 30% of the
then-outstanding number of Registrable Securities if such offering shall include Registrable Securities proposed to be sold by such Demanding
Holder, either individually or together with other Demanding Holders, yielding aggregate gross proceeds in excess of $30,000,000 (based
on then-current market prices) (the “Minimum Amount”). All requests for Underwritten Shelf Takedowns shall be made
by giving written notice to the Company, which shall specify the number of Registrable Securities to be offered and sold under the Shelf
Takedown. The Company shall have the right to select the Underwriter for such offering (which shall consist of one or more reputable
nationally recognized investment banks). Notwithstanding the foregoing, (i) the Sponsor and the Sponsor Members (taken together) and
(ii) the other Demanding Holders (taken together) may each demand not more than one (1) Underwritten Shelf Takedowns, in each case pursuant
to this Section 2.1(d) in any twelve (12) month period, for an aggregate of not more than three (3) Underwritten Shelf Takedowns
pursuant to this Section 2.1(d) in any twelve (12) month period. The Company may effect any Underwritten Offering pursuant to
any then effective Registration Statement that is then available for such offering.


 


(e)
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith,
advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such
Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable
Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common
Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if
any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration
rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the
Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number
of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other
equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities
of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective
number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate
number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting
Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested
be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders
have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.


 




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(f)
Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing
such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have
the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the remaining Demanding Holders may elect to have the Company continue an Underwritten Shelf Takedown
if the Minimum Amount would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by
such Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown
by the withdrawing Demanding Holder for purposes of Section 2.1(d), unless either (i) such Demanding Holder has not previously
withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect
to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses
based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf
Takedown); provided that, if the remaining Demanding Holders elect to continue an Underwritten Shelf Takedown pursuant to the
proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown
demanded by such remaining Demanding Holders, for purposes of Section 2.1(d). Following the receipt of any Withdrawal Notice,
the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf
Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses
incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1(f), other than if a Demanding Holder
elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1(f).


 


(g)
Shelf Takedown Block Trade; Other Coordinated Offering.


 


(i)
Notwithstanding anything to the contrary in Section 2.1(d) but subject to Section 3.4, at any time and from time to time
when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (i) an underwritten
registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Shelf
Takedown Block Trade”) or (ii) an “at the market” or similar registered offering through a broker, sales agent
or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, with a total offering
price reasonably expected to exceed, in the aggregate, the Minimum Amount or all of the remaining Registrable Securities held by the
Demanding Holder, then notwithstanding the foregoing time periods, the Demanding Holder needs to notify the Company of the Shelf Takedown
Block Trade or Other Coordinated Offering five business days prior to the day such offering is to commence, and the Company shall use
its commercially reasonable efforts (including cooperating with such Demanding Holder with respect to the provision of necessary information)
to facilitate such Shelf Takedown Block Trade or Other Coordinated Offering (which may close as early as two business days after the
date it commences); provided that the Demanding Holder wishing to engage in such Shelf Takedown Block Trade or Other Coordinated
Offering shall use commercially reasonable efforts to work with the Company and the underwriter(s), brokers, placement agents or sales
agents (if any) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Shelf Takedown
Block Trade or Other Coordinated Offering) prior to making such request in order to facilitate preparation of the Registration Statement
and other offering documentation, comfort procedures and due diligence related to such Shelf Takedown Block Trade or Other Coordinated
Offering.


 




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(ii)
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Shelf Takedown
Block Trade or Other Coordinated Offering, the Demanding Holders initiating such Shelf Takedown Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company and the underwriter(s), brokers, placement agents or sales agents (if
any) of their intention to withdraw from such Shelf Takedown Block Trade or Other Coordinated Offering. Notwithstanding anything to the
contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown
Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.1(g).


 


(iii)
Notwithstanding anything to the contrary in this Agreement, Section 2.3 shall not apply to a Shelf Takedown Block Trade or Other
Coordinated Offering.


 


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


 


(v)
Each of (i) the Sponsor and the Sponsor Members (taken together) and (ii) the other Demanding Holders (taken together) each may demand
not more than two Shelf Takedown Block Trades or Other Coordinated Offerings pursuant to this Section 2.1(g) in any twelve (12)
month period.


 


Section
2.2. Rule 415 – Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable
Securities in a Registration Statement on Form S-3 filed pursuant to Section 2.1 is not eligible to be made on a delayed or continuous
basis under the provisions of Rule 415 under the Securities Act (it being understood that the Company shall be obligated to use diligent
efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance,
including Compliance and Disclosure Interpretation 612.09) or requires a Holder to be named as an “underwriter,” the Company
shall (a) promptly notify each Holder of Registrable Securities subject to such Registration Statement (or in the case of the Commission
requiring a Holder to be named as an “underwriter,” the Holders) and (b) use reasonable best efforts to persuade the Commission
that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf
of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter.” The Holders shall have the
right, at the expense of the Holders, to select one firm of legal counsel designated by the Holders of a majority of the Registrable
Securities subject to such Registration Statement to review and oversee any registration or matters pursuant to this Section 2.2,
including participation in any meetings or discussions with the Commission regarding the Commission’s position and the Company
will consider, in good faith, any comments from such Holders’ counsel to any written submission proposed made by the Company to
the Commission with respect thereto. In the event that, despite the Company’s commercially reasonable efforts and compliance with
the terms of this Section 2.2, the Commission refuses to alter its position, the Company shall, in its sole discretion, (i) remove
from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (ii) agree to such
restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the
Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name
any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder. In the event
of a share removal pursuant to this Section 2.2, the Company shall give the applicable Holders at least five days prior written
notice along with the calculations as to such Holder’s allotment. Any removal of shares of the Holders pursuant to this Section
2.2 shall be allocated between the Holders pro rata. In the event of a share removal of the Holders pursuant to this Section 2.2,
the Company shall promptly register the resale of any Removed Shares pursuant to Section 2.1(b) and in no event shall the filing
of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of Section
2.1(b) be counted as a Shelf Takedown hereunder. Until such time as the Company has registered all of the Removed Shares for resale
pursuant to Rule 415 on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement
pursuant to Section 2.4.


 




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Section
2.3. Piggyback Registration.


 


(a)
Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering
of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for
its own account or for the account of stockholders of the Company other than a Shelf Takedown Block Trade or Other Coordinated Offering
(or by the Company and by the stockholders of the Company), other than a Registration Statement (a) filed in connection with any employee
stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders,
including an exchange offer 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), (c) for an offering of debt that is convertible into equity securities of the Company, or (d) for a dividend
reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities
as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case
of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “red herring” prospectus or prospectus
supplement used for marketing such offering, which notice shall (i) 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 (ii) 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 days after receipt of such written notice (such Registration a “Piggyback
Registration”). Subject to Section 2.4 and Section 3.4, the Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and shall use its commercially reasonable 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 Section
2.3(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company
stockholder(s) for whose account the Registration Statement is to be filed 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 Section 2.3(a) shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or Company stockholder(s)
for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an
Automatic Shelf Registration Statement for offerings pursuant to Rule 415(a) (if available) that omits information with respect to any
specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company
amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities
(and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).


 




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(b)
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 for its own account,
taken together with (a) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual
arrangements with Persons other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which registration
has been requested pursuant to Section 2.3 and (c) 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:


 


(i)
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 for its own account, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section
2.3(a), pro rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), the 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, which can be
sold without exceeding the Maximum Number of Securities; and


 


(ii)
If the Registration is pursuant to a request by Persons 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, other than the Holders
of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their
rights to register their Registrable Securities pursuant to Section 2.3(a), pro rata, which can be sold without exceeding the
Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the account of other Persons that the Company
is obligated to register pursuant to separate written contractual arrangements with such Persons, which can be sold without exceeding
the Maximum Number of Securities.


 




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(c)
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or a portion of its
Registrable Securities 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 such Registrable Securities from such Piggyback Registration
(a) in the case of a Piggyback Registration not involving an Underwritten Offering, the effectiveness of the applicable Registration
Statement or (b) in the case of a Piggyback Registration involving an Underwritten Offering, prior to the pricing of such Underwritten
Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to
separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback
Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this
Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior
to its withdrawal under this Section 2.3(c).


 


(d)
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to this Section 2.3
shall not be counted as a Registration pursuant to Section 2.1(d).


 


Section
2.4. Restrictions on Registration Rights. The Company shall not be obligated to effect, or to take any action to effect, any Registration
pursuant to Section 2.1(d) or Section 2.3 during the period that is 60 days before the Company’s good faith estimate
of the date of filing of, and ending on a date that is 90 days after the effective date of, a Company-initiated registration, provided,
that the Company is actively employing in good faith commercially reasonable efforts to cause such Registration Statement to become effective.


 


ARTICLE
3


COMPANY
PROCEDURES


 


Section
3.1. General Procedures. Whenever required under this Agreement to effect the Registration of any Registrable Securities, the
Company shall use its commercially reasonable 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 reasonably possible:


 


(a)
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and
use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities have ceased to be Registrable Securities;


 


(b)
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the Sponsor or any Holder that holds at least 5% of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended
plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 




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(c)
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;


 


(d)
prior to any public offering of Registrable Securities, use its commercially reasonable 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 reasonably request (or provide evidence satisfactory to such Holder that the Registrable Securities are exempt from such registration
or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


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


 


(f)
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;


 


(g)
if Rule 172 under the Securities Act or any successor provision (“Rule 172”) is unavailable, furnish to each Holder selling
Registrable Securities covered by such Registration Statement such number of conformed copies of the Prospectus contained in such Registration
Statement, and any amendment or supplement thereto (in each case, excluding any amendment or supplement made through incorporation by
reference of ordinary course Exchange Act filings), in conformity with the requirements of the Securities Act, and such other documents
as such Holder may reasonably request, in each case, in order to facilitate the transfer or other disposition of such Registrable Securities;


 


(h)
notify each participating Holder, as soon as practicable after the Company receives notice thereof, but in any event within one business
day of such date, of the time when the Registration Statement has been declared effective and the effectiveness of any post-effective
amendment thereto;


 




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(i)
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 commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;


 


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


 


(k)
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;


 


(l)
in the event of an Underwritten Offering, a Shelf Takedown Block Trade, an Other Coordinated Offering, or a sale, by a broker, placement
agent or sales agent pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions
facilitating such Underwritten Offering, Shelf Takedown Block Trade, Other Coordinated Offering, if any, and any attorney or accountant
retained by such Holders, Underwriter or other financial institution to participate, at each such person’s own expense, in the
preparation of the Registration Statement, 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, financial institution, attorney or accountant agree to confidentiality arrangements reasonably
satisfactory to the Company, prior to the release or disclosure of any such information;


 


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


 




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(n)
in the event of an Underwritten Offering, a Shelf Takedown Block Trade, an Other Coordinated Offering or a sale by a broker, placement
agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration,
obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating
Holders, the broker, placement 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, broker, 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 and any Underwriter;


 


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


 


(p)
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 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);


 


(q)
in the event of any Underwritten Offering pursuant to Section 2.1(d), 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


 


(r)
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.


 


Section
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.


 


Section
3.3. Requirements for Participation in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does
not provide the Company in writing (which may be by e-mail) such information and affidavits as the Company reasonably requests (or cause
to be provided to the Company on its behalf) for use in connection with any such Registration Statement or Prospectus (the “Holder
Information”), the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or
Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and
such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten Offering or other offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (a) agrees to sell
such Person’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the
Company and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting
agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement
arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration
of the other Registrable Securities to be included in such Registration.


 




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Section
3.4. Adverse Disclosure; Suspension of Sales.


 


(a)
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.


 


(b)
If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (i)
require the Company to make an Adverse Disclosure, (ii) require the inclusion in such Registration Statement of financial statements
that are unavailable to the Company for reasons beyond the Company’s control, (iii) materially interfere with a significant acquisition,
corporate reorganization, or other similar transaction involving the Company, (iv) render the Company unable to comply with requirements
under the Securities Act or Exchange Act or (v) in the good faith judgment of the majority of the Board such Registration, be seriously
detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness
or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or
initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, determined in good faith by
the Board 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 until such Holder receives written notice from the Company that such
sales or offers of Registrable Securities may be resumed, and in each, maintain the confidentiality of such notice and its contents.


 


(c)
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4
shall be exercised by the Company, in the aggregate, not more than ninety (90) days in any twelve (12)-month period.


 




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Section
3.5. Reporting Obligations: As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be
a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed
or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been
furnished or delivered to the Holders pursuant to this Section 3.5. Following such time as Rule 144 is available, the Company
further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to
time to enable such Holder to sell shares of the 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. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Section
3.6. Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any
Registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation
of ARTICLE 2 or this ARTICLE 3.


 


ARTICLE
4


OTHER
AGREEMENTS


 


Section
4.1. Limitations on Subsequent Registration Rights. From and after the Closing Date, the Company shall not, without the prior
written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder
or prospective holder of any securities of the Company that (a) would provide to such holder the right to include securities in any registration
on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had
the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (b)
allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder;
provided, however, that this limitation shall not apply to any additional Holder who becomes a party to this Agreement
in accordance with Section 7.10.


 


Section
4.2. “Market Stand-Off” Agreement.


 


(a)
Each Holder that is an executive officer, director or Holder in excess of 5% of the outstanding Common Stock (and for which it is customary
for such Holder to agree to a lock-up) hereby agrees that, if requested by the managing Underwriter(s), it will not Transfer any shares
of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without
the prior written consent of the managing Underwriter, during the period commencing on the date of the final prospectus relating to the
Registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement
(other than a Shelf Takedown Block Trade or Other Coordinated Offering), and ending on the date specified by the Company and the managing
Underwriter (such period not to exceed 90 days). Each Holder further agrees to execute such agreements, including a customary lock-up
agreement, as may be reasonably requested by the Underwriters in connection with such Registration that are consistent with this Section
4.2(a), in which case such agreement shall replace and supersede the obligations of this Section 4.2(a) with respect to such
Registration.


 




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(b)
In order to enforce the foregoing, the Company may impose stop-transfer instructions with respect to the shares of Common Stock or other
equity securities of the Company of each Holder (and transferees and assignees thereof) until the end of such restricted period.


 


ARTICLE
5


INDEMNIFICATION
AND CONTRIBUTION


 


Section
5.1. Indemnification.


 


(a)
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including without limitation reasonable and documented outside attorney’s fees) (collectively, “Claims”)
caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such Holder
or other Person for any legal or other reasonable and documented expenses reasonably incurred by them in connection with investigating
or defending such Claim, except insofar as the same are caused by or contained in any Holder Information or is based upon an omission
or alleged omission from such Holder Information. 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.


 


(b)
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
or cause to be furnished to the Company such Holder Information and, to the extent permitted by law, shall indemnify the Company, its
directors, officers and agents and each Person who controls the Company (within the meaning of the Securities Act) against any Claims
resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, and such Holder will reimburse the Company or such other Person for any legal or other
reasonable and documented expenses reasonably incurred by them in connection with investigating or defending such Claim, but only to
the extent that such untrue statement or omission is contained in (or not contained in, in the case of an omission) any information or
affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the
obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each
such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale
of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each Person 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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(c)
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.


 


(d)
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.


 


(e)
If the indemnification provided under this Section 5.1 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any Claims 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 Claims in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case
of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the
liability of any Holder under this Section 5.1(e) 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 Section 5.1(a), Section 5.1(b) and Section
5.1(c), 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 Section 5.1(e) were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to
in this Section 5.1(e). 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 Section 5.1(e) from any Person who was not guilty of such fraudulent misrepresentation.


 




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ARTICLE
6


LOCK-UP;
BOARD OBSERVER RIGHTS


 


Section
6.1. Lock-Up. Each Lock-Up Party agrees that it shall not, without the consent of the Company, Transfer any Lock-Up Shares prior
to the end of the Lock-Up Period (the “Lock-Up”), subject to the early release provisions set forth in Section
6.5 below. Notwithstanding the foregoing, the provisions of Section 6.1 shall not apply to: (a) Transfers or distributions
to the Lock-Up Party’s current or former general or limited partners, managers or members, stockholders, other equityholders or
other direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act) or to any investment fund or other entity
controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the Lock-Up Party or
who shares a common investment advisor with the Lock-Up Party or to the estates of any of the foregoing; (b) transfers by bona fide gift
to a member of the Lock-Up Party’s immediate family or to a trust, the beneficiary of which is the Lock-Up Party or a member of
the Lock-Up Party’s immediate family for estate planning purposes; (c) by virtue of will, intestate succession or the laws of descent
and distributions upon death of the Lock-Up Party; (d) pursuant to a qualified domestic relations order, in each case where such transferee
agrees to be bound by the terms of this Agreement; (e) pursuant to a bona fide third-party tender offer, merger, consolidation, business
combination, stock purchase or other similar transaction or series of related transactions approved by the Board and made to all holders
of the Company’s capital stock that would result in a Change in Control; (f) establishment of a trading plan pursuant to Rule 10b-1
under the Exchange Act for the transfer of restricted securities; provided, that such plan does not provide for the transfer of Lock-Up
Shares during the Lock-Up Period; (g) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization
and the entity’s organizational documents upon dissolution of the entity, (h) Transfers and transactions (including without limitation
any swap, hedge, derivative or other synthetic arrangement) relating to Common Stock or other securities convertible into or exercisable
or exchangeable for Common Stock acquired in open market or other transactions after the effective time of the Merger or that otherwise
do not involve or relate to Lock-Up Shares, and (i) transactions in the event of completion of a liquidation, merger, stock exchange
or other similar transaction which results in all of the Company’s securityholders having the right to exchange their shares of
Common Stock for cash, securities or other property.


 


Section
6.2. Void Transfers. If any Transfer of Lock-Up Shares prior to the end of the Lock-Up Period is made or attempted contrary to
the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and the Company shall refuse to recognize
any such purported transferee of the Lock-Up Shares as one of its equityholders for any purpose. In order to enforce this Section
6.1, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period, except
in compliance with the foregoing restrictions.


 




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Section
6.3. Legend.


 


(a)
During the Lock-Up Period, each certificate evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form, in addition to any other applicable legends:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT, DATED AS OF OCTOBER 31, 2021, BY AND AMONG THE COMPANY (THE “ISSUER”), THE ISSUER’S STOCKHOLDERS
NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUE TO THE
HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(b)
Promptly upon the expiration of the Lock-Up Period, the Company will make best efforts to promptly remove such legend from the certificates
evidencing the Lock-Up Shares.


 


(c)
For the avoidance of doubt, each Lock-Up Party shall retain all of its rights as a stockholder of the Company during the Lock-Up Period
including the right to vote any Lock-Up Shares.


 


Section
6.4. Partial Release. In the event that the Company releases or waives, in full or in part, any Lock-Up Party (“Released
Lock-Up Party”) from the Lock-Up, then the same percentage of Lock-Up Shares held by the other Lock-Up Parties as the percentage
of Lock-Up Shares held by such Released Lock-Up Party to such other Lock-Up Party’s aggregate number of Lock-Up Shares that are
the subject of such waiver or release shall be automatically, immediately and fully released on the same terms from the Lock-Up. In the
event that, as a result of this Section 6.4, any Lock-Up Shares owned by Lock-Up Parties are to be released from the restrictions
imposed by Lock-Up, the Company shall notify the Lock-Up Parties in writing at least three (3) business days prior to the effective date
of such release or waiver, which notice shall state the percentage of Lock-Up Shares held by the Lock-Up Parties to be released and the
effective date of such release.


 


Section
6.5. Termination of Lock-Up. The Lock-Up Period shall terminate upon the earlier of (i) 180 days after the Closing Date, or (ii)
the closing of a merger, liquidation, stock exchange, reorganization or other similar transaction after the Closing Date that results
in all of the public stockholders of the Company having the right to exchange their shares of Common Stock for cash securities or other
property.


 


Section
6.6. Board Observer Rights. Until such time as BioDak, LLC and its Affiliates (together, the “BioDak Investors”)
Transfer (other than to any Permitted Transferee) a number of shares of Common Stock representing more than 75% of the aggregate outstanding
shares of Common Stock held by the BioDak Investors as of the Closing, the Company will permit an individual designated in writing by
the BioDak Investors from time to time (the “Observer”) to attend all meetings of the Board and of any committee thereof
as a non-voting observer, and will give such individual notice of such meetings at the same time and in the same manner as notice to
the directors. The Observer shall be entitled to concurrent receipt of any materials provided to the Board or any committee thereof,
provided, however, that the Observer shall agree to hold in confidence and trust all information so provided; provided further, however,
that the Company reserves the right to withhold any materials and to exclude such Observer from any meeting or portion thereof if access
to such materials or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel
or result in disclosure of trade secrets.


 




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ARTICLE
7


MISCELLANEOUS


 


Section
7.1. Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been
duly given (i) when delivered in person or by courier service providing evidence of delivery, (ii) when delivered after posting in the
United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx
or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the
immediately following business day), addressed as follows:


 


(a)
if to any Holder, at such Holder’s address, e-mail or facsimile number as set forth in the Company’s books and records; or


 


(b)
if to the Company, to:


 


SAB
Biotherapeutics, Inc.


2100
East 54th Street North


Sioux
Falls, SD 57104|


Attention:
Eddie Sullivan


Email:
Esullivan@sabbiotherapeutics.com


 


with
a required copy to (which copy shall not constitute notice) each of:


 


Dentons
US LLP


1221
Avenue of the Americas


New
York, NY 10020


Attention:
Ilan Katz and Brian Lee


Email:
ilan.katz@dentons.com and brian.lee@dentons.com


 


And


 


Stradling
Yocca Carlson & Rauth


800
Anacapa Street, Suite A


Santa
Barbara, CA 93101


Attention:
Ian Smith


Email:
Ismith@stradlinglaw.com


 




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Section
7.2. Assignment; No Third Party Beneficiaries.


 


(a)
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.


 


(b)
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, subject to any lock-up or other agreement between
such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.


 


(c)
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.


 


(d)
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 7.1 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 7.2 shall be null and void.


 


(e)
For the avoidance of doubt, the Sponsor shall be permitted to transfer its rights under this Agreement to the Sponsor Members in connection
with a distribution of any Registrable Securities held by the Sponsor to its members. Upon a transfer by the Sponsor to the Sponsor Members,
the rights that are personal to the Sponsor shall be exercisable by the Sponsor Members.


 


Section
7.3. Captions; Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or
affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


Section
7.4. Construction. The words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender,
and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words
“this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto
intend that each representation, warranty and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached
will not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant. All references
in this Agreement to numbers of shares, per share amounts and purchase prices shall be appropriately adjusted to reflect any stock split,
stock dividend, stock combination, recapitalization or the like occurring after the date hereof.


 




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Section
7.5. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of or related to this Agreement
or the transactions contemplated hereby shall be governed by, and construed in accordance with the laws of the State of Delaware, without
giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application
of laws of another jurisdiction.


 


Section
7.6. Consent to Jurisdiction; Waiver of Jury Trial. Any claims or causes of action based upon, arising out of or related to this
Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware or, if such court
declines to exercise jurisdiction, any federal or state court located in New York County, New York, and each of the parties hereto irrevocably
submits to the exclusive jurisdiction of each such court in any such claim or cause of action, waives any objection it may now or hereafter
have to personal jurisdiction, venue or to convenience of forum, agrees that all claims and causes of action shall be heard and determined
only in any such court, and agrees not to bring any claim or cause of action arising out of or relating to this Agreement or the transactions
contemplated hereby in any other court. Nothing contained in this Agreement shall be deemed to affect the right of any party hereto to
serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party hereto in
any other jurisdiction, in each case, to enforce judgments obtained in any claim or cause of action brought pursuant to this Section
7.6. 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 OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
7.7. 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 shall also require the written consent of the Sponsor so long
as the Sponsor and its affiliates hold, in the aggregate, at least 2% of the outstanding shares of Common Stock of the Company; provided,
further, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in
its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders
(in such capacity) shall require the consent of the Holder so affected. Additionally, notwithstanding the foregoing, any amendment or
waiver of Section 6.6 shall also require the written consent of the BioDak Investors (or their Permitted Transferees) holding
a majority of the shares of Common Stock held by all BioDak Investors (or their Permitted Transferees) as a group. 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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Section
7.8. Termination of the Existing Registration Rights Agreement. The parties to the Existing Registration Rights Agreement hereby
agree that, effective as of and contingent upon the Closing Date, the Existing Registration Rights Agreement shall be terminated automatically
without any further action of the parties thereto, and the registration rights granted under this Agreement shall supersede any registration,
qualification or similar rights of the Holders with respect to any of the shares or any securities of the Company granted under any other
agreement, and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no
further force and effect.


 


Section
7.9. Term. Following the Closing Date, this Agreement shall terminate upon the date as of which (a) all of the Registrable Securities
have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of
the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (b) the Holders of all
Registrable Securities are permitted to sell the Registrable Securities under Rule 144 promulgated by the Commission (or any similar
provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section
6.6 and ARTICLE 7 shall survive any termination.


 


Section
7.10. Additional Holders. Subject to the prior written consent of the Holders holding a majority of the Registrable Securities,
the Company may permit a Person to become a party to this Agreement by executing and delivering an additional counterpart signature page
to this Agreement, and thereafter such Person shall be deemed a “Holder” for all purposes hereunder.


 


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


 


Section
7.12. Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for
the purpose of determining the availability of any rights under this Agreement and such Affiliates may apportion such rights as among
themselves in any manner they deem appropriate.


 


Section
7.13. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto relating to the transactions
contemplated hereby and supersedes any other agreements, whether written or oral, that may have been made or entered into by or among
any of the parties hereto or any of their respective Affiliates relating to the transactions contemplated hereby. No representations,
warranties, covenants, understandings or agreements, oral or otherwise, relating to the transactions contemplated hereby exist between
the parties hereto except as expressly set forth or referenced in this Agreement.


 


(Signature
Page Follows)


 




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


 


	 	BIG CYPRESS ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Samuel J. Reich
	 	Name:	Samuel
    J. Reich
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	BIG CYPRESS HOLDINGS LLC
	 	 	 
	 	By:	/s/
    Samuel J. Reich
	 	Name:	Samuel
    J. Reich
	 	Title:	Managing
    Member
	 	 	 
	 	LADENBURG THALMANN & CO. INC.
	 	 	 
	 	By:	/s/
    Steven Kaplan
	 	Name:	Steven
    Kaplan
	 	Title:	Head
    of Capital Markets
	 	 	 
	 	/s/ Steven Kaplan
	 	Steven Kaplan
	 	 	 
	 	/s/ Peter Blum
	 	Peter Blum
	 	 	 
	 	/s/ Jeff Caliva
	 	Jeff Caliva


 




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


 


	 	CHARDAN
    CAPITAL MARKETS, LLC
	 	 	 
	 	By:	/s/
    Shai Gerson
	 	Name:	Shai
    Gerson
	 	Title:	Managing
    Partner


 




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