Exhibit 10.1


 


REGISTRATION RIGHTS
AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is entered into as of the ___ day of __________,
2022, and made effective as of the Closing Date, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“WTMA”
or following the Closing Date, the “Company”), Welsbach Acquisition
Holdings LLC, a Delaware limited liability company (the “Sponsor”), the PIPE Investors (as defined
in the Business Combination Agreement) and the other undersigned parties listed under Sponsor Investors on Exhibit A hereto, (together
with the Sponsor and the PIPE Investors, the “Sponsor Investors”) and the undersigned parties listed on Exhibit
B hereto (the “WaveTech Investors”). The Sponsor Investors, the WaveTech Investors and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder”
and collectively as the “Holders.”


 


RECITALS


 


Whereas,
on the date hereof, the Company has entered into that certain Business Combination Agreement (the “Business Combination Agreement”),
by and among WTMA, WTMA Merger Subsidiary Corp., a Delaware corporation, and WaveTech Group, Inc, a Delaware corporation.


 


Whereas,
upon the closing of the transactions (the “Transactions”) contemplated by the Business Combination Agreement,
the Sponsor Investors and WaveTech Investors, among others, shall own a certain number of Common Shares of the Company (the “Common
Stock”).


 


Whereas,
on December 27, 2021, WTMA and the Sponsor Investors entered into that certain Registration Rights Agreement (the “Existing
Registration Rights Agreement”), pursuant to which WTMA granted the Sponsor Investors certain registration rights with respect
to securities of WTMA.


 


Whereas,
in connection with the execution of this Agreement, the Sponsor Investors, WTMA and Sponsor have agreed to terminate the Existing Registration
Rights Agreement pursuant to the terms of the Sponsor Support and Lock-Up Agreement, entered into on the date hereof; and


 


Whereas,
the Company/WTMA, the Sponsor Investors and the WaveTech Investors desire to enter into this Agreement in order to provide the Holders
with registration rights with respect to the Registrable Securities (as defined herein) on the terms set forth herein.


 


Now,
Therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


		1.	DEFINITIONS.
                                            The following capitalized terms used herein have the following meanings:



 


“Adverse Disclosure”
means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer
or Chief 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) either (i) could reasonably be expected to have a material adverse effect
on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or
similar transaction or (ii) relates to information the accuracy of which has yet to be determined by the Company or which is the subject
of an ongoing investigation or inquiry; provided that the Company takes all action as necessary to as expeditiously as possible
make such determination and conclude such investigation or inquiry.


 






     


     


    

 


“Aggregate Blocking
Period” has the meaning given in Section 2.4.


 


“Agreement”
has the meaning given in the Preamble hereto.


 


“Block Trade”
means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment
or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade
or similar transaction.


 


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


 


“Business Combination
Agreement” has the meaning given in the Recitals hereto.


 


“Claims”
shall have the meaning given in subsection 4.1.1.


 


“Closing Date”
shall mean the date of this Agreement.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Commission Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission
staff and (ii) the Securities Act.


 


“Common Stock”
has the meaning given in the Recitals hereto.


 


“Company”
has the meaning given in the Preamble hereto.


 


“Company Shelf
Take Down Notice” shall have the meaning given in subsection 2.1.3.


 


“Demand Registration”
has the meaning given in subsection 2.2.1.


 


“Demanding Holder”
means, as applicable, (a) the applicable Holders making a written demand for the Registration of Registrable Securities pursuant to subsection
2.2.1 or (b) the applicable Holders making a written demand for a Shelf Underwritten Offering of Registrable Securities pursuant to subsection
2.1.3.


 






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“Effectiveness
Deadline” has the meaning given in subsection 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 


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


 


“Form S-1 Shelf”
has the meaning given in subsection 2.1.1.


 


“Form S-3 Shelf”
has the meaning given in subsection 2.1.1.


 


“Holder”
has the meaning given in the Preamble.


 


“WaveTech Investors”
has the meaning given in the Preamble.


 


“Maximum Number
of Securities” has the meaning given in subsection 2.2.4.


 


“Minimum Amount”
has the meaning given in subsection 2.1.3.


 


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


 


“Piggy-back Registration”
has the meaning given in subsection 2.3.1.


 


“Pro Rata”
has the meaning given in Section 2.2.4.


 


“Prospectus”
means 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”
means (a) any outstanding share of Common Stock or any other equity security (including 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 this Agreement or hereafter acquired by a
Holder in connection with the Transactions, and (b) any other equity security of the Company issued or issuable with respect to any such
share of Common Stock referred to in the foregoing clause (a) by way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or other reorganization or otherwise; provided, however, that, as to
any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with
respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred,
and new certificates or book entry positions for such securities not bearing (or book entry positions not subject to) a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) 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”
means a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” means 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, delivery and road show or other marketing 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 either (i) the majority-in-interest of the Demanding Holders (and any local or
foreign counsel) initiating a Demand Registration or Shelf Underwritten Offering (including, without limitation, a Block Trade), or (ii)
of a majority-in-interest of participating Holders under Section 2.3 if the Registration was initiated by the Company for its own account
or that of a Company stockholder other than pursuant to rights under this Agreement, in each case to be registered for offer and sale
in the applicable Registration.


 


“Registration
Statement” means 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.


 






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“Removed Shares”
has the meaning given in Section 2.6.


 


“Requesting Holder”
has the meaning given in subsection 2.2.1.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Shelf Take Down
Notice” shall have the meaning given in subsection 2.1.3.


 


“Shelf Underwritten
Offering” shall have the meaning given in subsection 2.1.3.


 


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


 


“Sponsor Investors”
has the meaning given in the Preamble hereto.


 


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


 


“Transfer”
means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or
involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment,
pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest)
in, or the ownership, control or possession of, any interest owned by a person.


 


“Underwriter”
means 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.


 


		2.	REGISTRATION
                                            RIGHTS.



 


2.1   Shelf
Registration.


 


2.1.1   The
Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement
under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted
by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and
conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared
effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the
“Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90)
days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration
Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form S-1 (a “Form
S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such
Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell
such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission
then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to
this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested
by, the Holders. The Company shall use its best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain
effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not
available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until
all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration
Statement filed pursuant to this subsection 2.1.1, but in any event within one (1) business day of such date, the Company shall notify
the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection
2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable
requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus
contained in such Registration Statement, in the light of the circumstances under which such statement is made).


 






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2.1.2   The
Company shall use its best efforts to convert the Form S-1 Shelf filed pursuant to subsection 2.1.1 to a shelf registration statement
on Form S-3 (a “Form S-3 Shelf”) as promptly as practicable after the Company is eligible to use a Form S-3
Shelf and have the Form S-3 Shelf declared effective as promptly as practicable and to cause such Form S-3 Shelf to remain effective,
and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available,
that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such
Registrable Securities have ceased to be Registrable Securities.


 


2.1.3   At
any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or subsection
2.1.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered
pursuant to such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”); provided
that such Holder(s) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $15,000,000 from
such Shelf Underwritten Offering (the “Minimum Amount”). All requests for a Shelf Underwritten Offering shall
be made by giving written notice to the Company (the “Shelf Take Down Notice”). Each Shelf Takedown Notice shall
specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price
range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within three (3) days after receipt of any
Shelf Take Down Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable
Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include
in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion
therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section
2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company
with the managing Underwriter or Underwriters selected by the Holders after consultation with the Company and shall take all such other
reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of
such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section
3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations,
covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company. Any Shelf
Underwritten Offering effected pursuant to this subsection 2.1.3 shall be counted as a Registration for purposes of the limit on the number
of Registrations that can be effected under Section 2.2 hereof.


 






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2.2   Demand
Registration.


 


2.2.1   Request
for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, if at any time and from time to time
on or after the date that is thirty (30) days after the Closing Date the Form S-1 Shelf or the Form S-3 Shelf is not effective under the
Securities Act, then either of (a) Sponsor Investors holding at least a majority in interest of the then-outstanding number of Registrable
Securities held by the Sponsor Investors (the “Sponsor Demanding Holders”), or (b) WaveTech Investors holding
at least a majority in interest of the then-outstanding number of Registrable Securities held by the WaveTech Investors (the foregoing
(a) and (b), individually or together, as applicable, the “Demanding Holders”), may make a written demand for
Registration of all or part of their Registrable Securities on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either
clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall
describe the amount and type of securities to be included in such Registration (which such Holders reasonably expect to sell in a transaction
that will yield gross proceeds in excess of $15,000,000) and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, promptly following the Company’s receipt of a 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) days after the receipt by the Holder of the notice from the Company. For the
avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2,
but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to
the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of
any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s)
shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall
effect, as soon thereafter as practicable, but not more than forty five (45) days 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. The Company shall not be obligated to effect more than (1) an aggregate of two (2) Registrations pursuant
to a Demand Registration or a Shelf Underwritten Offering initiated by the Sponsor Investors and (2) an aggregate of two (2) Registrations
pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the WaveTech Investors, in each case under subsection
2.1.3 or this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration
shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all
of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding
Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement.


 


2.2.2   Effective
Registration. Notwithstanding the provisions of subsection 2.2.1 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 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 the removal, rescission or other termination of such stop order or injunction, 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 by the same Holder becomes effective or
is subsequently terminated.


 






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2.2.3   Underwritten
Offering. Subject to the provisions of subsection 2.2.4 and Sections 2.4 and 3.4 hereof, if a majority-in-interest of the Demanding
Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand
Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder 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 2.2.3, subject
to Section 3.3 and Section 4, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected
for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration, which Underwriter(s)
shall be reasonably satisfactory to the Company.


 


2.2.4   Reduction
of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that, in its opinion, the dollar
amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together
with all other Common Stock or other equity securities that the Company desires to sell for its own account and the Common Stock, if any,
as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other
stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold
in such 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 total amount of Registrable Securities
held by each such Demanding Holder and Requesting Holder (if any) (such proportion is referred to herein as “Pro Rata”))
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), the Common Stock or other equity securities that the Company desires to sell for its
own account, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (a) and (b), the Common Stock 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.


 






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2.2.5   Demand
Registration Withdrawal. A Demanding Holder or a Requesting Holder shall have the right to withdraw all or a portion of its Registrable
Securities included in a Demand Registration pursuant to subsection 2.2.1 or a Shelf Underwritten Offering pursuant to subsection 2.1.3
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention
to so withdraw at any time prior to (a) in the case of a Demand Registration not involving an Underwritten Offering, the effectiveness
of the applicable Registration Statement or (b) in the case of any Demand Registration involving an Underwritten Offering or any Shelf
Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering; provided, however,
that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration (or in the case of a Shelf Underwritten
Offering, withdrawal of an amount of Registrable Securities included by the Holders in such Shelf Underwritten Offering, in their capacity
as Demanding Holders, being less than the Minimum Amount), the Company shall cease all efforts to secure effectiveness of the applicable
Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement,
the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration
or a Shelf Underwritten Offering prior to and including its withdrawal under this subsection 2.2.5.


 


2.3   Piggy-back
Registration.


 


2.3.1   Piggy-back
Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for
the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant
to Section 2.2 hereof), 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 dividend reinvestment plan, or (e) filed pursuant to subsection 2.1.1,
then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable
but not less than twenty (20) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such
Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended
method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price
and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section
2.3 and (C) 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 ten (10) days after receipt of such written notice (or in the case of a Block Trade, within
two (2) business days) (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause
such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such
Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering,
if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggy-back
Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the
Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Section 4, shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or Company stockholder(s) for whose account
the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration
statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall
not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration
Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the
notice and participation rights provided for in this Section 2.3).


 






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2.3.2   Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-back Registration that is to be an Underwritten Offering advises
the Company and the Holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock or other equity
securities which the Company desires to sell, taken together with shares of Common Stock 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, the Registrable Securities as to which registration has been requested under
this Section 2.3, and the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering
has been requested pursuant to the written contractual piggy-back registration rights of other that persons or entities other than the
Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then the Company shall include in any such registration:


 


a)   If
the Registration or registered offering is undertaken for the Company’s account: (A) first, the shares of Common Stock or other
equity securities, that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of the Holders exercising their rights to register their Registrable Securities pursuant to Section 2.3.1, Pro Rata, that 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 shares of Common Stock or other equity securities, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company that can be sold
without exceeding the Maximum Number of Securities; and


 


b)   If
the Registration is a “demand” registration undertaken at the demand of persons or entities other than either the Holders
of Registrable Securities, (A) first, the shares of Common Stock or other equity securities for the account of the demanding persons,
other than the Holders of Registrable Securities, 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), second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their
rights to register their Registrable Securities pursuant to Section 2.3.2, 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), collectively
the Common Stock or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding
the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A), (B) and (C), 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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2.3.3   Piggy-back
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion of its Registrable
Securities in a Piggy-back Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or
Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggy-back Registration prior to
(a) in the case of a Piggy-back Registration not involving an Unwritten Offering or Shelf Underwritten Offering, the effectiveness of
the applicable Registration Statement or (b), in the case of any Piggy-back Registration involving an Underwritten Offering or any Shelf
Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering. The Company (whether on its
own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggy-back 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 Piggy-back Registration prior to and including its withdrawal under this
subsection 2.3.3.


 


2.3.4   Unlimited
Piggy-back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof or a Shelf Underwritten Offering effected under
subsection 2.1.3.


 


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 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration
Statement to become effective; (b) the Holders have requested an Underwritten Registration and the Company and the Holders are unable
to obtain the commitment of underwriters to firmly underwrite the offer; or (c) in the good faith judgment of the Board such Registration
would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration
Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the
Company shall have the right to defer such filing for a period of not more than ninety (90) days; provided, however, that
the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period (the “Aggregate Blocking
Period”).


 


2.5   Block
Trades. Notwithstanding any other provision of this Section 2, but subject to Sections 2.4 and 3.4, if the Holders desire to effect
a Block Trade, then notwithstanding any other time periods in this Section 2, the Holders shall provide written notice to the Company
at least five (5) business days prior to the date such Block Trade will commence. As expeditiously as possible, the Company shall use
its reasonable best efforts to facilitate such Block Trade. The Holders shall use reasonable best efforts to work with the Company and
the Underwriters (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade)
in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade
and any related due diligence and comfort procedures. In the event of a Block Trade, and after consultation with the Company, the Demanding
Holders and the Requesting Holders (if any) shall determine the Maximum Number of Securities, the underwriter or underwriters and share
price of such offering. Notwithstanding anything to the contrary in this Agreement, Section 2.3 shall not apply to a Block Trade initiated
by a Demanding Holder pursuant to this Agreement. In any twelve (12) month period, the Company shall not be obligated to effect more than
(x) three (3) Block Trade demanded by the Sponsor Investors and (y) three (3) Block Trade demanded by the WaveTech Investors. For the
avoidance of doubt, any Block Trade effected pursuant to this Section 2.5 shall not be counted as a demand for an Underwritten Offering.
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).


 






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2.6   Rule
415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a
Registration Statement on Form S-3 filed pursuant to this Section 2 is not eligible to be made on a delayed or continuous basis under
the provisions of Rule 415 under the Securities Act (provided, however, the Company shall be obligated to use diligent efforts
to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance,
including without limitation, Compliance and Disclosure Interpretation 612.09) or requires a Sponsor Investor or WaveTech Investor to
be named as an “underwriter,” the Company shall (i) promptly notify each Holder of Registrable Securities thereof and (ii)
use reasonable best efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary offering
and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Sponsor Investors or WaveTech
Investors is an “underwriter.” The Holders shall have the right to select one legal counsel designated by the Holders of a
majority of the Registrable Securities subject to such Registration Statement to review and oversee any registration or matters pursuant
to this Section 2.6, including participation in any meetings or discussions with the Commission regarding the Commission’s position
and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this
matter shall be made to the Commission to which the applicable Holders’ counsel reasonably objects. In the event that, despite the
Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position,
the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”)
and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission
may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company
shall not agree to name any Sponsor Investor or WaveTech Investor as an “underwriter” in such Registration Statement without
the prior written consent of such Sponsor Investor or WaveTech Investor. In the event of a share removal pursuant to this Section 2.6,
the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s
allotment. Any removal of shares of the Holders pursuant to this Section 2.6 shall first be applied to Holders other than the Sponsor
Investors or WaveTech Investors with securities registered for resale under the applicable Registration Statement and thereafter allocated
between the Sponsor Investors or WaveTech Investors on a Pro Rata basis based on the aggregate amount of Registrable Securities held by
the Sponsor Investors or WaveTech Investors. In the event of a share removal of the Holders pursuant to this Section 2.6, the Company
shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof and in no event shall the filing of such
Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed pursuant to the terms of subsection 2.1.2 be
counted as a Demand Registration hereunder. Until such time as the Company has registered all of the Removed Shares for resale pursuant
to Rule 415 on an effective Registration Statement, the Company shall not be able to defer the filing of a Registration Statement pursuant
to Section 2.4 hereof.


 


In the case of a Form S-1 Shelf
filed to register the resale of Removed Shares, upon such date as the Company becomes eligible to register all of the Removed Shares for
resale on a Form S-3 Shelf pursuant to the Commission Guidance and, if applicable, without a requirement that any of the Sponsor Investors
or WaveTech Investors be named as an “underwriter” therein, the Company shall use its best efforts to file a Form S-3 Shelf
as promptly as practicable to replace the applicable Form S-1 Shelf and have the Form S-3 Shelf declared effective as promptly as practicable
and to cause such Form S-3 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration
Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities
thereunder held by the applicable Holders until all such Registrable Securities have ceased to be Registrable Securities.


 






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		3.	COMPANY PROCEDURES.



 


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


 


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


 


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


 


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


 


3.1.4   prior
to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration Statement,
use its best 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 and to keep such registration or qualification in effect for so
long as such Registration Statement remains in effect 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 or otherwise and do any and all other acts and things that may be necessary or advisable, in
each case, 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;


 






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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 no later than the effective date of such Registration Statement;


 


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   promptly
furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of such Registration
Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the Prospectus
contained in such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and any other Prospectus filed
under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller
may reasonably request;


 


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


 


3.1.9   advise
each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the
time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration
statement has been filed;


 


3.1.10   at
least two (2) business days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel, and not to file any such
Registration Statement or Prospectus, or amendment or supplement thereto, to which any such Holder or Registrable Securities shall have
reasonably objected on the grounds that such Registration Statement or Prospectus or supplement or amendment thereto, does not comply
in all material respects with the requirements of the Securities Act or the rules and regulations thereunder;


 


3.1.11   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 or the existence of any condition as a result of which the Prospectus included in such Registration Statement,
as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus
to comply with law, and then to correct such Misstatement or include such information as is necessary to comply with law, in each case
as set forth in Section 3.4 hereof, at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number
of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers
of such securities, such Prospectus shall not include a Misstatement or such Prospectus, as supplemented or amended, shall comply with
law;


 






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3.1.12   permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate
in the preparation of any Registration Statement, each such Prospectus included therein or filed with the Commission, and each amendment
or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business,
finances and accounts of the Company and its subsidiaries with its officers, directors and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of such Holders’ and such Underwriters’ respective
counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and will 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 if requested by the Company, such representatives or Underwriters
enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;


 


3.1.13   obtain
a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale
pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten Offering,
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 and any Underwriter;


 


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


 


3.1.15   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;


 


3.1.16   otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and to 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 the rules and regulations thereunder, including Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 


3.1.17   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


 


3.1.18   otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, including causing
the officers and directors of the Company to enter into customary “lock-up agreements,” in connection with such Registration.


 


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 and, other than as set forth in the definition of “Registration Expenses,” all
reasonable fees and expenses of any legal counsel representing the Holders.


 






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3.3 Participation in Underwritten
Offering.


 


3.3.1   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, indemnities, lock-up agreements, underwriting agreements
and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.3.2   The
Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations
or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such
Holder and such Holder’s intended method of distribution and any other representation required by law, and if, despite the Company’s
commercially reasonable efforts, an Underwriter requires any Holder to make additional representation or warranties to or agreements with
such Underwriter, such Holder may elect not to participate in such Underwritten Offering (but shall not have any claims against the Company
as a result of such election). Any liability of such Holder to any Underwriter or other person under such underwriting agreement shall
be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.


 


3.4   Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law,
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 or including the information counsel for the Company believes to be necessary to comply
with law (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 such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not
include a Misstatement and complies with law), 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, but in no event more than thirty (30) days, determined in good faith by the Board to be necessary for such purpose; provided,
that each day of any such suspension pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available
to the Company during any twelve (12)-month period pursuant to Section 2.4 hereof. 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   Covenants
of the Company. As long as any Holder shall own Registrable Securities, the Company hereby covenants and agrees:


 


3.5.1   Except
as may be required by applicable law, the Company will not file any Registration Statement or Prospectus included therein with the Commission
which refers to any Holder of Registrable Securities by name or otherwise without the prior written approval of such Holder, which may
not be unreasonably withheld;


 


3.5.2   at
all times while it shall be a reporting company under the Exchange Act, 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 that are not otherwise
available through the website of the Commission. The Company further covenants that it shall take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder
without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities
Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the written 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; and


 


3.5.3   promptly
following the effectiveness of the shelf registration statement required by subsection 2.1.1 (and in any event within three (3) business
days from such effectiveness), upon written request by a Holder the Company shall cause the transfer agent to remove any restrictive legends
(including any electronic transfer restrictions) from any Common Stock held by such Holder and provide or cause any customary opinions
of counsel to be delivered to the transfer agent in connection with such removal. The Company shall be responsible for the fees of the
transfer agent associated with such issuance. Such removal of restrictive legends and delivery of opinions of counsel may be conditioned
on a pending sale pursuant to the shelf registration statement by such Holder, to the extent reasonably required by the transfer agent
or counsel.


 


		4.	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, partners,
stockholders or members, employees, agents, investment advisors and each person who controls such Holder (within the meaning of the Securities
Act and Exchange Act) from and against all losses, claims, damages, liabilities and expenses (including attorneys’ fees), joint
or several (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Claims”),
to which any such Holder or other persons may become subject, insofar as such Claims arise out of or are based on any untrue or alleged
untrue statement of any 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 not misleading, and the Company will reimburse such Holder or other person for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending any such Claim; except insofar as the Claim or expense arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged omission made in such filing in reliance upon and in conformity
with 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 and Exchange 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, the Company may require that,
as a condition to including any Registrable Securities in any Registration Statement, the Company shall have received an undertaking reasonably
satisfactory to it from such Holder, to indemnify the Company, its directors and officers and agents and each person who controls the
Company (within the meaning of the Securities Act and Exchange Act) from and against any Claims, to which any the Company or such other
persons may become subject, insofar as such Claims arise out of or are based on any untrue statement of any 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 furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities
Act and Exchange Act) to the same extent as provided in the foregoing with respect to indemnification of the Company and the Company shall
use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder of Registrable Securities to provide any
indemnification other than that provided hereinabove in this subsection 4.1.2, and, if, despite the Company’s commercially reasonable
efforts, an Underwriter requires any Holder of Registrable Securities to provide additional indemnification, such Holder may elect not
to participate in such Underwritten Offering (but shall not have any claim against the Company as a result of such election).


 


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) 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 (1) 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)
and which settlement includes a statement or admission of fault or culpability on the part of such indemnified party or 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.


 






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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, partners, stockholders or members, employees, agents, investment advisors or
controlling person of such indemnified party and shall survive the Transfer of Registrable Securities.


 


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 Claims, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount
paid or payable by the indemnified party as a result of such Claims (a) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering
of the Registrable Securities or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also to reflect the relative fault of
the indemnifying party or parties on the other hand in connection with the statements or omissions that resulted in such Claims, as well
as any other relevant equitable considerations; provided, however, that the liability of any Holder or any director, officer,
employee, agent, investment advisor or controlling person thereof under this subsection 4.1.5 shall be limited to the amount of the net
proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of
the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1,
4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation
or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred
to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


4.1.6   The
indemnification required by this Section 4.1 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 


		5.	MISCELLANEOUS.



 


5.1 Other Registration Rights.
The Company represents and warrants that no person, other than the Holders of the Registrable Securities, has any right to require the
Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock
in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other
person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement
with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms
of this Agreement shall prevail.


 






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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. Prior to the expiration of the lock-up pursuant to the Sponsor Support and Lock-up Agreement dated as of the date hereof (in
respect of the Sponsor and such Sponsor Investor) and/or Shareholder Support and Lock-up Agreement dated as of the date hereof (in respect
of the WaveTech Investors), as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under
this Agreement, in whole or in part, except in connection with transfer of Registrable Securities by such Holder where such transferee
agrees to become bound by the transfer restrictions set forth in this Agreement. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Holders or any other holders of Registrable
Securities or of any assignee of the Holder or any other holders of Registrable Securities. This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto other than as expressly set forth in Article ‎4
and this Section ‎5.2.


 


5.2.2   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 this Section 5.2 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 Notices. Any notice
or communication under this Agreement must be in writing and given by (a) delivery in person or by courier service providing evidence
of delivery, or (b) transmission by hand delivery or electronic mail. Each notice or communication that is delivered, or transmitted
in the manner described above shall be deemed sufficiently given, served, sent, and received, 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: Egermannstraße 1, 53359 Rheinbach, Deutschland,
Attention: Dag Arild Valand, with a copy of Pryor Cashman LLP, 7 Times Square, New York, New York 10036, Attention: Ali Panjwani, Esq.,
and, if to any Holder, at such Holder’s address or email address 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 5.3.


 


5.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such 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 invalid or unenforceable provision as may be possible that is valid and enforceable.


 






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5.5 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall
constitute valid and sufficient delivery thereof.


 


5.6 Entire Agreement.
This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto
and thereto) constitute the entire agreement of the parties 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.


 


5.7 Modifications and
Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing
by such party.


 


5.8 Titles and Headings.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of
this Agreement.


 


5.9   Waivers
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.


 


5.10   Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under
this Agreement, the Holder or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity
or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of
any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to
take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power
or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


5.11   Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of
New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other jurisdiction. The Company irrevocably submits to the nonexclusive
jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit,
action or proceeding arising out of or relating to this Agreement. The Company irrevocably waives, to the fullest extent permitted by
law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a
court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.


 






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5.12   Waiver
of Trial by Jury. EACH PARTY 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 INVESTOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.


 


	 	COMPANY:
	 	 
	 	WaveTech Group Inc.
	 	 
	 	By:	/s/ Dag Arild Valand
	 	Name:	Dag Arild Valand
	 	Title:	Chief Executive Officer



 




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EXHIBIT A


 


SPONSOR INVESTORS


 




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EXHIBIT B


 


WAVETECH INVESTORS


 


 


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