Exhibit 10.4


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


 


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2022, is made and entered into by and
among Breeze Holdings Acquisition Corp., a Delaware corporation (the “Company”), Breeze Sponsor, LLC, a Delaware
limited liability company (the “Sponsor”), and the Persons listed on Schedule A hereto (each such party,
together with any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, on November
23, 2020, the Company, the Sponsor, and the other Persons party thereto (each such party, together with the Sponsor, the “Existing
Holders”) entered into that certain Registration Rights Agreement (the “Existing Registration Rights Agreement”),
pursuant to which the Company granted to the Existing Holders certain registration rights with respect to certain securities of the Company
held by the Existing Holders;


 


WHEREAS, on June 11,
2020, the Company and the Sponsor entered into certain securities subscription agreements pursuant to which the Sponsor purchased an aggregate
of 100 shares of common stock of the Company (the “Common Stock” and such shares, the “Founder Shares”);


 


WHEREAS, on July 15,
2020, the Company (a) amended its certificate of incorporation to increase the number of authorized shares of its Common Stock from 1,000
to 3,000,000 and adjust the par value of the Common Stock from $0.01 to $0.0001 (the “Authorized Share Increase”)
and (b) declared a 28,750-for-1 forward stock split to reclassify and convert the issued and outstanding shares of Common Stock (the “Forward
Split”);


 


WHEREAS, following
the Authorized Share Increase and the Forward Split and a transfer of 300,000 Founder Shares to I-Bankers Securities, Inc., (“I-Bankers”)
in connection with the exercise of their over-allotment option in connection with the Company’s initial public offering, the Sponsor
held 2,475,000 Founder Shares;


 


WHEREAS, on November
23, 2020, the Company, the Sponsor and I-Bankers entered into that certain Private Placement Warrants Purchase Agreement, pursuant to
which the Sponsor and I-Bankers purchased an aggregate of 5,425,000 warrants (the “Private Placement Warrants”)
at a price of $1.00 per warrant in a private placement transaction occurring simultaneously with the closing of the Company’s initial
public offering on November 25, 2020;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial business combination, the Sponsor, an affiliate of
the Sponsor or certain officers and directors of the Company may loan to the Company funds as the Company may require, of which up to
$1,000,000 of such loans may be convertible into warrants (the “Working Capital Warrants”) at a price of $1.00
per warrant at the option of such lender; and


 


WHEREAS, BH Velocity
Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and TV Ammo,
Inc., a Texas corporation (“Target”), have entered into that certain Merger Agreement and Plan of Reorganization
(the “Merger Agreement”), dated as of October 31, 2022, pursuant to which, among other things, Merger Sub will
merge with and into Target, with Target being the surviving corporation as a wholly-owned subsidiary of the Company (the “Merger”);


 






     


     


    

 


WHEREAS, concurrently
with the execution and delivery of this Agreement, the Sponsor, I-Bankers and certain other Holders are entering into a lock-up agreement
with the Company (the “Lock-Up Agreement”) pursuant to which, among other things, the Sponsor, I-Bankers and
such Holders have agreed not to transfer shares of Common Stock (including shares of Common Stock issued or issuable upon the exercise
or conversion of the Private Placement Warrants) for a certain period of time following the Closing, subject to certain exceptions specified
therein;


 


WHEREAS, as of the
date hereof, each of the Existing Holders holds the number of shares of Common Stock and the number of Private Placement Warrants set
forth opposite such Existing Holder’s name on Schedule A to this Agreement; and


 


WHEREAS, the Company
and the Existing Holders desire to amend and restate the Existing Registration Rights Agreement and enter into this Agreement in order
to provide the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and subject
to the conditions 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
I

DEFINITIONS


 


1.1 Definitions. Capitalized
terms used but not otherwise defined in this Article I or elsewhere in this Agreement shall have the meanings ascribed
to such terms in the Merger Agreement.


 


“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 untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required
to be made at such time if the Registration Statement were not being filed, and (c) the Company has a bona fide business purpose for not
making such information public.


 


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


 


“Board”
shall mean the board of directors of the Company.


 






    2


     


    

 


“Closing”
shall mean the closing of the Merger in accordance with the terms of the Merger Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Effective Date”
shall have the meaning given in subsection 2.1.1.


 


“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.


 


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


 


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


 


“Form S-3”
shall have the meaning given in subsection 2.3.


 


“Founder Shares”
shall have the meaning given in the Recitals and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.


 


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


 


“Lock-Up Agreement”
shall have the meaning given in the Preamble.


 


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


 


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


 


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


 


“Merger Sub”
shall have the meaning given in the Preamble.


 


“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 light of the circumstances under
which they were made) not misleading.


 


“New Holders”
shall mean the stockholders of Target set forth on the signature pages hereto and any Permitted Transferee to which any such stockholder
transfers any Registrable Securities.


 






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“Original Holders”
shall mean, collectively, the Existing Holders and any Permitted Transferee to which any Existing Holder transfers any Registrable Securities.


 


“Permitted Transferees”
shall mean any Person to whom a Holder of Registrable Securities is permitted to transfer Registrable Securities prior to the expiration
of the lock-up period set forth in the Lock-Up Agreement in accordance with the terms thereof, and to any transferee thereafter.


 


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


 


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


 


“Private
Placement Warrants” shall have the meaning given in the Recitals.


 


“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 Securities”
shall mean (a) the shares of Common Stock set forth on Schedule A hereto (which, for the avoidance of doubt, shall include the
Founder Shares), (b) the shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, (c) any outstanding
shares of Common Stock (including any shares of Common Stock issued or issuable upon the exercise of any other equity security of the
Company) held by a Holder as of the date of the Closing, (d) any shares of Common Stock issued or issuable upon the exercise of any
equity security of the Company issuable upon conversion of any working capital loans in an aggregate amount up to $1,000,000 made to the
Company by one or more Holders (including shares of Common Stock issued or issuable upon the exercise of the Working Capital Warrants),
and (e) any other equity securities of the Company issued or issuable with respect to any such shares of Common Stock 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) except
for the Registration Statement on Form S-4 to be filed in connection with the Merger, 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 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, without limitation, the following:


  


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


 


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


 


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


 


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


 


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


 


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


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities 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 Holder”
shall have the meaning given in subsection 2.1.1.


 


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


 


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


 


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


 


“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.


 


“Working Capital
Warrants” shall have the meaning given in the Recitals.


 






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Article
II

REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to
time on or after the date hereof, (a) New Holders holding at least a majority-in-interest of the then-outstanding number of Registrable
Securities held by all New Holders (the “Demanding New Holders”) or (b) Original Holders holding at least a
majority-in-interest of the then-outstanding number of Registrable Securities held by all Original Holders (the “Demanding
Original Holders” and, together with the Demanding New Holders, the “Demanding Holders”) may make
a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type
of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within twenty (20) days of the Company’s receipt of the Demand Registration, notify,
in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes
to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such
Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall file,
as soon thereafter as practicable, but not more than thirty (30) days immediately after the Company’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.
Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Demand Registrations under this subsection
2.1.1 with respect to any or all of the Registrable Securities; provided, however, that in no event shall the Original
Holders be entitled to more than or less than one (1) Demand Registration; provided, further that a Registration shall not
be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time
(“Form S-1”) has become effective. Notwithstanding the provisions set forth herein, the right to a Demand Registration
set forth under this subsection 2.1.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the fifth
anniversary of the effective date of Company’s Registration Statement on Form S-1 (File No 333-249677) (the “Effective
Date”).


 


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


 






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2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
Demanding New Holders or a majority-in-interest of the Demanding Original Holders (as applicable) so advise the Company as part of their
Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten
Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration
shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable
Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with
the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
shares of Common Stock or other equity securities that the Company desires to sell and shares of Common Stock, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to
sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then
the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders and
the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting
Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the
Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration) that 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), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the
Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (a) and (b), shares of Common Stock or other equity securities of other Persons or entities that the Company is obligated to register
in a Registration pursuant to separate written contractual arrangements with such Persons and that 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), shares of Common Stock or other equity securities of other Persons that the Company is obligated to register in a Registration
pursuant to Section 2.2 and that can be sold without exceeding the Maximum Number of Securities.


 






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2.1.5 Demand
Registration Withdrawal. A majority-in-interest of the Demanding New Holders or a majority-in-interest of the Demanding Original Holders
(as applicable) initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration
under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no
reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw
from such Registration at least three (3) business days prior to the effectiveness of the Registration Statement filed with the Commission
with respect to the Registration of their Registrable Securities pursuant to such Demand Registration (or in the case of an Underwritten
Registration pursuant to Rule 415, at least five (5) business days prior to the time of pricing of the applicable offering).


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback
Rights. If, at any time on or after the date hereof, 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 persons other than the Holders of Registrable Securities, 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, (c) for an offering of debt that is convertible into equity securities of the Company,
(d) for a registered offering not involving a “road show” or other substantial marketing efforts or a widespread distribution
of securities, such as a “registered direct” offering (whether or not underwritten), (e) for an “at the market”
or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (vi) for a dividend
reinvestment plan, or (f) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction
subject to Rule 145 under the Securities Act or any successor rule thereto) then the Company shall give written notice of such proposed
filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement, 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 (5) business days after receipt of such written notice (such Registration a “Piggyback
Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Piggyback Registration, the “Piggyback Registration Rights Holders”). The Company shall, in good faith, cause
such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use 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 subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any
similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute
their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The Company shall have the right to
terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before the effect date of such Registration,
whether or not any Piggyback Registration rights Holder has elected to include Registrable Securities in such Registration. Notwithstanding
the provisions set forth herein, the right to a Piggyback Registration set forth under this subsection 2.2.1 with respect to the
Registrable Securities held by the Sponsor shall terminate on the seventh anniversary of the Effective Date.


 






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


 


(a) If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (i) first, the shares
of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the
Registrable Securities of Piggyback Registration Rights Holders exercising their rights to register their Registrable Securities pursuant
to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Piggyback Registration
Rights Holder has so requested exercising its rights to register its Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the shares of 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;


 


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


 






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2.2.3 Piggyback
Registration Withdrawal. Any Piggyback Registration Rights Holder 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 an Underwritten Registration pursuant to Rule 415, at least five (5) business days prior
to the time of pricing of the applicable 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 subsection 2.2.3.


 


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


 


2.3 Registrations on Form
S-3. Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to
Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all
of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form
S-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten
Offering. Within five (5) business days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities
for a Registration on Form S-3, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Registration
on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include
all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing,
within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but
not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the
Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together
with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written
notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any
such Registration pursuant to Section 2.3 hereof if (a) a Form S-3 is not available for such offering; or (b) the Holders of Registrable
Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose
to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $25,000,000.


 






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2.4 Restrictions on Registration
Rights. If (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date
of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration
and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection
2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to
become effective; (b) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the
commitment of underwriters to firmly underwrite the offer; or (c) (i) require the public disclosure of material non-public information
concerning any material transaction or negotiations involving the Company that would interfere with such material transaction or negotiations
or (ii) otherwise materially interfere with material financing plans, acquisition activities or business activities of the Company, then
in each case the Company shall furnish to such Holders a certificate stating that it is therefore necessary to defer the filing of such
Registration Statement. In such event, the Company shall have the right to defer such filing for a period of time not to exceed ninety
(90) days in the aggregate in any six (6)-month period.


 


2.5 Waiver and Extensions.
Any party to this Agreement may waive any right, breach or default which such party has the right to waive; provided, that such
waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this
Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver
may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


Article
III

COMPANY PROCEDURES


 


3.1 General Procedures.
If at any time on or after the date the date hereof the Company is required to effect the Registration of Registrable Securities, the
Company shall use 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:


 


3.1.1 prepare
and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and
use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for a period of up to
one hundred eighty (180) days or, if earlier, until all Registrable Securities covered by such Registration Statement have been sold;


 






    11


     


    

 


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 the majority in interest of the Holders with 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;


 


3.1.3 upon
written request from a Holder, 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 commercially reasonable efforts to (a) 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 (b) 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;


 






    12


     


    

 


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


 


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


 


3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use 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 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


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


 


3.1.10 obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration which the participating Holders may rely on, 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;


 


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


 


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


 


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


 






    13


     


    

 


3.1.14 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.15 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.


 


3.2 Registration Expenses.
The Registration Expenses of all Registrations shall be borne by the Company; provided, however, that the Company shall
not be required to pay for more than one (1) registration proceeding begun pursuant to Section 2.1 by the Demanding New Holders
and one (1) registration proceeding begun pursuant to Section 2.1 by the Demanding Original Holders, in each case if the registration
request is subsequently withdrawn at the request of the Demanding Holders. Any Registration Expenses of Registrations not borne by the
Company pursuant to the immediately preceding sentence shall be borne by the Demanding Holders pro rata based upon the number of Registrable
Securities that were to be included in the withdrawn registration. It is acknowledged by the Holders that the Holders shall bear all
incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage
fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable
fees and expenses of any legal counsel representing the Holders.


 


3.3 Requirements for Participation
in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to
a Registration initiated by the Company hereunder unless such person (a) agrees to sell such person’s securities on the basis provided
in any underwriting 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 arrangements.


 


3.4 Suspension of Sales;
Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until 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 reasonably practicable after the time of such notice), or until it is advised in writing by the Company that
the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the
event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of
the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable
Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under
this Section 3.4.


 






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3.5 Reporting Obligations.
As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to use commercially reasonable efforts 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. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to
sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent
such rule or such successor rule is available to the Company), including providing any customary 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.


 


Article
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, the Company agrees to indemnify,
to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder
(within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’
fees) 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 of a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, except
insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use
therein. 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.
Notwithstanding the foregoing, the indemnity agreement contained in this subsection 4.1.1 shall not apply to amounts paid in settlement
of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably
withheld, conditioned, or delayed.


 






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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 to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) and any other Holder of Registrable Securities participating
in the Registration, against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’
fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit
so furnished in writing by such Holder expressly for use therein; 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. For the avoidance of doubt, the obligation to indemnify under
this subsection 4.1.2 shall be several, not joint and several, among the Holders of Registrable Securities, and the total indemnification
liability of a Holder under this subsection 4.1.2 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.


 


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


 


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


 






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


 


Article
V

MISCELLANEOUS


 


5.1 Notices. Any notice
or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to
be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service
providing evidence of delivery, or (c) transmission by hand delivery, facsimile or electronic mail. 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, facsimile or electronic mail, 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 1036 Nicholson Road, Garland, TX 75042 and, if to any Holder, at such Holder’s
address or contact information 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.


 






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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 Prior
to the expiration of the lock-up period set forth in the Lock-Up Agreement in accordance with the terms thereof, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in accordance with subsection
5.2.5 and in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted
Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a joinder
agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement
as if such person were a Holder party hereto, whereupon such Permitted Transferee will be treated for all purposes of this Agreement with
the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities.


 


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


 


5.2.4 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and this 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 (a) written notice of such assignment as provided in Section 5.1 hereof and (b)
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 Severability.
This Agreement shall be deemed severable, and the illegality, invalidity or unenforceability of any term or provision hereof shall not
affect the legality, validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such illegal, invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible that is legal, valid and enforceable.


 


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


 






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5.5 Governing Law; Venue.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law, provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of Delaware. Each party hereto (a) irrevocably consents to the service
of the summons and complaint and any other process in any Action relating to the transactions contemplated by this Agreement, for and
on behalf of itself or any of its properties or assets, in accordance with this Section 5.5 or in such other manner as may be
permitted by applicable Law, that such process may be served in the manner of giving notices in Section 5.1 and that nothing in
this Section 5.5 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable
Law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any Action to the exclusive general
jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) (or, only if the Chancery
Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event
any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of
any Order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, (d) agrees that any Actions arising in connection with this Agreement or the transactions contemplated
hereby shall be brought, tried and determined only in the Chancery Court (or, only if the Chancery Court declines to accept jurisdiction
over a particular matter, any state or federal court within the State of Delaware), (e) waives any objection that it may now or hereafter
have to the venue of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead
or claim the same, and (f) agrees that it will not bring any Action relating to this Agreement or the transactions contemplated hereby
in any court other than the aforesaid courts. Each party hereto agrees that a final order in any action or proceeding in such courts
as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner provided
by applicable Law.


 


5.6 Waiver of Trial by
Jury. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM
OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE HOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


5.7 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) and the Merger Agreement constitute the entire agreement of the parties hereto with respect to the subject matter
hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the
parties, whether oral or written. This Agreement will amend and restate the Existing Registration Rights Agreement to read as set forth
herein, when it has been duly executed by parties having the right to so amend and restate the Existing Registration Rights Agreement
pursuant to the terms thereof.


 






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5.8 Amendments and Modifications.
Upon the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities at the time
in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such
provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing,
any amendment hereto or waiver hereof that adversely affects one or more Holders, solely in its capacity as a Holder of Registrable Securities,
in a manner that is materially different from the other Holders or a group of Holders (in such capacity) shall require the consent of
the Holder (or majority of a majority-in-interest of the Registrable Securities of the group of Holders) so affected; provided,
further, that no consent of any Piggyback Registration Rights Holder shall be required with respect to any such waiver, amendment
or modification, except with respect to any waiver, amendment or modification that adversely affects such Piggyback Registration Rights
Holder, solely in its capacity as a Holder of Registrable Securities, in a manner that is materially different from the other Holders
or a group of Holders (in such capacity). 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 hereto shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
Any amendment, termination or waiver effected in accordance with this Section 5.8 shall be binding on each party hereto and all
of such party’s successors and permitted assigns, regardless of whether or not any such party, successor or assignee entered into
or approved such amendment, termination, or waiver.


 


5.9 Other Registration
Rights. The Company represents and warrants that, as of the date of this Agreement, no Person, other than a Holder of Registrable
Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of
the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other Person.
Further, the Company represents and warrants that this Agreement supersedes any other currently existing registration rights agreement
or agreement with similar terms and conditions.


 


5.10 Term. This Agreement
shall terminate upon the earliest of (a) the date that the Merger Agreement is terminated in accordance with its terms prior to the Effective
Time, at which time this Agreement and all rights and obligations of the parties hereto shall automatically terminate and be of no further
force or effect, (b) the sixth anniversary of the date of this Agreement and (c) the date as of which (i) 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 (ii) the Holders of
all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar
provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale and without compliance
with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5, Article IV,
Section 5.5 and Section 5.6 shall survive any termination of this Agreement.


 


5.11 Effectiveness.
This Agreement shall become effective at the Effective Time.


 


[Signature Pages Follow]


 






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


 


	 	
    COMPANY:

     

    BREEZE HOLDINGS ACQUISITION CORP.

	 	 	 
	 	
    By:
	 
	 	 	Name: J. Douglas Ramsey, Ph.D.
	 	 	Title: Chief Executive Officer 
	 	 	 
	 	
    EXISTING HOLDERS:

     

    BREEZE SPONSOR, LLC 

	 	 	 
	 	By: 	 
	 	 	Name:  J. Douglas Ramsey, Ph.D.
	 	 	Title:  Manager


 


	 	I-BANKERS SECURITIES, INC. 
	 	 	 
	 	
    By:
	 
	 	 	Name: Shelley Leonard
	 	 	Title: President
	 	 	 
	 	
     
	
     

	 	 	Albert McLelland
	 	 	 
	 	
     
	
     

	 	 	Daniel L. Hunt
	 	
     
	
     

	 	 	 
	 	 	Robert Lee Thomas


 


	 	
     
	 
	 	 	Bill Stark


 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 




    21


     


    


 


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


 


	 	NEW HOLDERS:
	 	 	 
	 	Investor Name (Individual):
	 	 	 
	 	 	 
	 	 	 
	 	By:	              
	 	 	 
	 	Investor Name (Entity):
	 	 	 
	 		 
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 



 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 






    22


     


    


 


Schedule A


 


Original Holders


 


	Name	Number of Shares of Common Stock
	Breeze Sponsor, LLC	2,475,000
	I-Bankers Securities, Inc.	300,000
	Albert McLelland	25,000
	Daniel L. Hunt	25,000
	Robert Lee Thomas	25,000
	Bill Stark	25,000