Exhibit 10.1


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [   ], 2022, is made and entered into
by and among Delta Corp Holdings Limited, a Cayman Islands exempted company (the “Company”), the equityholders
of Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), listed on Schedule
I hereto (such persons, the “Initial Holders”), and certain equityholders of Coffee Holding Co., Inc.,
a Nevada corporation (“CHC”), set forth on Schedule II hereto (such equityholders, the “CHC
Holders” and, collectively with the Initial Holders and any person or entity who hereafter becomes a party to this Agreement
pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).


 


RECITALS


 


WHEREAS,
on or about the date hereof, the Company, Delta, CHC,CHC Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of the
Company (“Merger Sub”), and each of the holders of outstanding capital stock of Delta named on Annex I thereto
(the “Sellers”), entered into that certain Merger and Share Exchange Agreement (as may be amended, restated,
supplemented and/or modified from time to time in accordance with the terms thereof, the “Transaction Agreement”),
pursuant to which, among other matters, upon the consummation of the transactions contemplated thereby (the “Closing”),
(a) Merger Sub shall merge with and into CHC, with CHC continuing as the surviving entity in the merger, as a result of which, (i) CHC
shall become a wholly owned subsidiary of the Company and (ii) each issued and outstanding security of CHC immediately prior to the Effective
Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive
a substantially equivalent security of the Company (the “Merger”), and (b) the Company shall acquire all of
the issued and outstanding shares of capital stock of Delta from the Sellers in exchange for ordinary shares of the Company (the “Share
Exchange” and, collectively with the Merger and the other transactions contemplated by the Transaction Agreement and the
Ancillary Documents, the “Transactions”), all upon the terms and subject to the conditions set forth in the
Transaction Agreement and in accordance with the provisions of applicable law;


 


WHEREAS,
pursuant to the Share Exchange, the Initial Holders received ordinary shares of the Company (“Ordinary Shares”)
in exchange for their ordinary shares of Delta;


 


WHEREAS,
pursuant to the Merger, the CHC Holders received, in the aggregate, Ordinary Shares in the amount of the Merger Consideration; and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and for 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:


 




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ARTICLE
I


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


“Board”
shall mean the Board of Directors of the Company, as constituted from time to time.


 


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


 


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


 


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


 


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


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


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


 


“Competing
Registration Rights” shall have the meaning given in Section 5.7.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Joinder”
shall have the meaning given in Section 5.10.


 


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


 




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


 


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


 


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


 


“Permitted
Transferees” shall mean with respect to a Holder, (a) if such Holder is an individual, (i) the members of such Holder’s
immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of
the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants
(including adopted and step children and parents) of such person and his or her spouses and siblings), (ii) any transferee pursuant to
a qualified domestic relations order or by virtue of laws of descent and distribution upon death of such Holder, (iii) a partnership,
limited liability company or other entity of which such Holder and/or the immediate family of such Holder are the legal and beneficial
owner of all of the outstanding equity securities or similar interests, and (iv) any trust for the direct or indirect benefit of such
Holder or the immediate family of such Holder, (b) if such Holder is a trust, the trustor or beneficiary of such trust or the estate
of a beneficiary of such trust, (c) if such Holder is an entity, (i) as a distribution to limited partners, shareholders, members of,
or owners of similar equity interests in such Holder upon the liquidation and dissolution of such Holder, and (ii) such Holder’s
officers or directors or immediate family members of any of such Holder’s officers or directors, and (d) any affiliate (as defined
in Rule 405 under the Securities Act) of Holder.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)
in an Underwritten Offering or other offering involving an Underwriter, reasonable fees and expenses of one (1) legal counsel selected
by the majority-in-interest of the Demanding Holders.


 


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


 


“Requesting
Holders” shall have the meaning given in Section 2.1.5.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal or as broker, placement agent or sales agent pursuant
to a Registration and not as part of such dealer’s market-making activities.


 


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


 


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


 


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


 


ARTICLE
II


 



REGISTRATIONS AND OFFERINGS


 


2.1
Shelf Registration.





 





2.1.1
Filing. The Company agrees that it will file with the Commission (at the Company’s sole cost and expense) a Registration
Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) or a Registration Statement for a Shelf
Registration on Form F-3 (the “Form F-3 Shelf”), if the Company is then eligible to use a Form F-3 Shelf, in
each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such filing) on a delayed
or continuous basis no later than thirty (30) calendar days after the Closing Date, and the Company shall use its commercially reasonable
efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the
earlier of (i) sixty (60) calendar days after the filing thereof (or, in the event the Commission reviews and has written comments to
the Registration Statement, the ninetieth (90th) calendar day following the filing thereof) and (ii) the tenth (10th) business day after
the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will
not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities
included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The
Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including
post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the
Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act
until such time as there are no longer any Registrable Securities. In the event the Company files a Form F-1 Shelf, the Company shall
use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form F-3
Shelf as soon as practicable after the Company is eligible to use Form F-3. The Company’s obligation under this Section 2.1.1,
shall, for the avoidance of doubt, be subject to Section 3.4.


 




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


 


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


 


2.1.4
Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective
Shelf is on file with the Commission, Holders of a majority of the total Registrable Securities then outstanding (the “Demanding
Holders”) may request to sell all or any portion of their Registrable Securities in an Underwritten Offering or other coordinated
offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown
if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder(s), either individually or together
with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum
Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the
Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.
Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of
one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which
shall not be unreasonably withheld, conditioned or delayed). The Demanding Holders may demand not more than two (2) Underwritten Shelf
Takedowns pursuant to this Section 2.1.4 in any twelve (12)-month period. Notwithstanding anything to the contrary in this Agreement,
the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form F-3 Shelf, that
is then available for such offering.


 




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2.1.5
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith,
advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such
Underwritten Shelf Takedown (the “Requesting Holders”)
(if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders
(if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and
all other Ordinary Shares 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 shareholders, 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 Ordinary Shares or other equity securities proposed
to be sold by Company or by other holders of Ordinary Shares or other equity securities, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder
and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable
Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can
be sold without exceeding the Maximum Number of Securities.


 


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


 




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2.2
Piggyback Registration.


 


2.2.1
Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of,
or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for
the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an
Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect
thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form
F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii)
for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the
Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but
not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering
pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such
offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the
Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such
Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback
Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing
Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to
this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in
such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such
Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.


 


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


 


(a)
if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be
included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included
in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities,
if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration
rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum
Number of Securities;


 




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(b)
if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares or other equity securities,
if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section
2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten
Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering,
which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares 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 Ordinary Shares or other equity securities, if any,
as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration
rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum
Number of Securities; and


 


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


 


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


 


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


 


2.3
Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block
Trade, as defined in Section 2.4 hereof), each Holder that participates in such Underwritten Offering agrees that it shall not
Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement),
without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters)
beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing
Underwriters otherwise agree by written consent. Each Holder participating in any Underwritten Offering agrees to execute a customary
lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such
Holders).


 




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2.4
Block Trades.


 


2.4.1
Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when
an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered
offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million or
(y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of
the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously
as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing
a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with
the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus
and other offering documentation related to the Block Trade.


 


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


 


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


 


2.4.4
The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one
or more reputable nationally recognized investment banks).


 


2.4.5
A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.4 in any twelve (12)-month period.
For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten
Shelf Takedown pursuant to Section 2.1.4 hereof.


 


ARTICLE
III


 


COMPANY
PROCEDURES


 


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


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and
use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities have ceased to be Registrable Securities;


 




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3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities covered
by such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended
plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


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


 


3.1.4
prior to any public offering of Registrable Securities, use its 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 request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


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


 


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


 


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


 


3.1.8
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce
the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable
Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference
therein);


 




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


 


3.1.10
in the event of an Underwritten Offering, a Block Trade or 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, Block
Trade or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter
to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause
the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter,
financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that
such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information; and provided further, that the Company will not include
the name of any Holder or any information regarding any Holder not participating in such sale pursuant to such Registration unless required
by the Commission or any applicable law, rules or regulations;


 


3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement
agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered
public accountings 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;


 


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


 


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


 


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


 




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3.1.15
with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially 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 such Underwritten Offering; and


 


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


 


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


 


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


 


3.3 Requirements
for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if
any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if the Company reasonably 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 or entity may participate in any Underwritten Offering or other offering involving a Registration and an
Underwriter for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or
entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any arrangements approved by the
Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,
underwriting or other agreements and other customary documents as may be reasonably required under the terms of such 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.


 


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


 


3.4.1
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders
shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as
soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may
be resumed.


 


3.4.2
Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any
Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good
faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board
concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the
event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt
of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities
may be resumed, and in each case maintain the confidentiality of such notice and its contents.


 




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3.4.3
Subject to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated
Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness
of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf
Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company
may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4
or 2.4.


 


3.4.4
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, on not more than two
occasions or for more than ninety (90) consecutive calendar days or more than one hundred and fifty (150) total calendar days in each
case, during any twelve (12)-month period.


 


3.4.5
Notwithstanding anything to the contrary set forth herein, the Company shall not provide any Holder with any material, nonpublic information
regarding the Company other than to the extent that providing notice to such Holder hereunder constitutes material, nonpublic information
regarding the Company.


 


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. 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
Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall
deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE
IV


 


INDEMNIFICATION
AND CONTRIBUTION


 


4.1
Indemnification.


 


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


 




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


 


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


 


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


 




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


 


ARTICLE
V


 


MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by
courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or
communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the
case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon
presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Delta Corp Holdings
Limited, Suite 3016, The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AB, United Kingdom, Attn: Mudit Paliwal, and, if
to any Holder, at such Holder’s address, electronic mail address or facsimile number as set forth in the Company’s books
and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section
5.1.


 




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5.2
Assignment; No Third Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


5.2.2
Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees; provided, that, with respect to the Initial
Holders and the CHC Holders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part,
except that (i) each of the Initial Holders shall be permitted to transfer its rights hereunder as the Initial Holders to one or more
affiliates or any direct or indirect partners, members or equity holders of such Initial Holder (it being understood that no such transfer
shall reduce any rights of such Initial Holder or such transferees) and (ii) each of the CHC Holders shall be permitted to transfer its
rights hereunder as the CHC Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such CHC
Holder (it being understood that no such transfer shall reduce any rights of such CHC Holder or such transferees).


 


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


 


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


 


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


 


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


 


5.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE
PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW
YORK.


 


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


 




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5.5
TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.6
Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total
Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that any amendment hereto
or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or
the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder
or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or
preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.7
Other Registration Rights. The Company represents and warrants that no person or entity, other than a Holder of Registrable
Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of
the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any
other person or entity. The Company hereby agrees and covenants that it will not grant rights to register any Ordinary Shares (or securities
convertible into or exchangeable for Ordinary Shares) pursuant to the Securities Act that are more favorable, pari passu or senior to
those granted to the Holders hereunder (such rights “Competing Registration
Rights”) without the prior written consent of Holders of a majority of the total Registrable Securities. Further,
the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar
terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail.


 


5.8
Term. This Agreement shall terminate on the earlier of (a) the tenth anniversary of the date of this Agreement or (b) with
respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5
and Article IV shall survive any termination.


 


5.9
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.


 


5.10
Joinder


.
Each person or entity who becomes a Holder pursuant to Section 5.2 hereof must execute a joinder to this Agreement in the form
of Exhibit A attached hereto (a “Joinder”).


 


5.11
Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest
extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision
in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited
or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


5.12
Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.


 


[Remainder
of page intentionally left blank. Signature pages follow.]


 




    	18



    	 



    

 


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


 


	 	COMPANY:
	 	 
	 	Delta
    Corp Holdings Limited
	 	 	 
	 	By:	 
	 	Name:
    	Mudit
    Paliwal
	 	Title:	Director


 


[Signature
Page to Registration Rights Agreement]


 




    	 



    	 



    

 


	 	HOLDERS:
	 	 	 
	 	Initial
    Holders:
	 	 
	 	Core
    Maritime Commodities FZ-LLC
	 	 	 
	 	By:	 
	 	Name:
    	Mudit
    Paliwal
	 	Title:	 


 


[Signature
Page to Registration Rights Agreement]


 




    	 



    	 



    

 


	 	CHC
    Holders:
	 	 	 
	 	Andrew
    Gordon
	 	 	 
	 	By:	 
	 	Name:	Andrew
    Gordon
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	David
    Gordon
	 	 	 
	 	By:	 
	 	Name:	Andrew
    Gordon
	 	Title:	Chief
    Operating Officer


 


[Signature
Page to Registration Rights Agreement]


 




    	 



    	 



    

 


Schedule
I


 


Initial
Holders


 




    	 



    	 



    

 


Schedule
II


 


CHC
Holders


 




    	 



    	 



    

 


Exhibit
A


 


REGISTRATION
RIGHTS AGREEMENT JOINDER


 


The
undersigned is executing and delivering this joinder (this “Joinder”)
pursuant to the Registration Rights Agreement, dated as of September [●], 2022 (as the same may hereafter be amended, the “Registration
Rights Agreement”), among Delta Corp Holdings Limited, a Cayman Islands exempted company (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.


 


By
executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof,
the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder
of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and
the undersigned’s Ordinary Shares shall be included as Registrable Securities under the Registration Rights Agreement to the extent
provided therein.


 


Accordingly,
the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	 
	 	Address:
    	 
	 	 
	 	 


 


Agreed
and Accepted as of

____________, 20__


 


[     ]


 


	By:
    	 	 
	Name:		 
	Its: