Exhibit 10.2


 


AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by
and among AvePoint Holdings, Inc., a Delaware corporation (f/k/a Apex Technology Acquisition Corp.) (the “Company”),
Apex Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald
& Co. (“Cantor” and, together with the Sponsor, the “Original Holders”),
certain former stockholders of AvePoint, Inc., a Delaware corporation (“AvePoint”) identified on the
signature pages hereto (such stockholders, the “AvePoint Holders”) and each of the undersigned individuals
and entities (together with the Sponsor, Cantor, and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the
Company and the Original Holders are party to that certain Registration Rights Agreement, dated as of September 16, 2019 (the “Original
RRA”);


 


WHEREAS, the
Company has entered into that certain Agreement and Plan of Merger, dated as of November 13, 2020 (as it may be amended or supplemented
from time to time, the “Merger Agreement”), by and among the Company, AvePoint, Athena Technology Merger
Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company;


 


WHEREAS, pursuant
to the Merger Agreement, certain AvePoint Holders will receive shares of Common Stock of the Company;


 


WHEREAS, the
Company, AvePoint and the Sponsor entered into that certain Sponsor Support Agreement, dated as of [ ], 2020 (as it may be amended
or supplemented from time to time, the “Support Agreement”), pursuant to which a grand total of 1,750,000
of the Founder Shares (as defined below) became subject to certain vesting and forfeiture obligations (such shares, the “Sponsor
Earn-Out Shares”);


 


WHEREAS, the Company,
the Sponsor, Jeff Epstein and Brad Koenig have entered into that certain Letter Agreement, dated as of [ ], 2020, related to the
terms of the Insider Letter (the “Supplemental Letter Agreement”);


 


WHEREAS, the
Company and the Holders desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to
which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set
forth in this Agreement; and


 


WHEREAS, the
Original RRA may be amended and restated upon the written consent of the Company and the Holders of at least a majority in interest
of the Registrable Securities (as defined in the Original RRA) at the time in question (which majority interest must include Cantor
if such amendment or modification affects in any way the rights of Cantor hereunder).


 


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


 


ARTICLE I


DEFINITIONS


 


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


 


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


 


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


 


“AvePoint
Holders Lock-Up Period” shall mean the lock-up period as listed in that certain lock-up agreement entered into by
and between each AvePoint Holder and the Company on the date hereof (each such agreement, the “Lock-Up Agreement”).


 






     


     


    

 


“Block
Trade” shall mean 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, but excluding a variable price reoffer.


 


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


 


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


 


“Cantor
Private Placement Units Purchase Agreement” shall mean that certain Private Placement Units Purchase Agreement, dated
as of September 16, 2019, pursuant to which Cantor purchased 152,500 units, each unit consisting of one share of Common Stock and
one half of one warrant to purchase one share of Common Stock, in a private placement transaction.


 


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


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


“Demanding Holder”
shall have the meaning given in Section 2.1.3.


 


“Effective
Time” shall have the meaning given in the Merger Agreement.


 


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


 


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


 


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


 


“Founder
Shares” shall mean the 8,750,000 shares of Common Stock, which were issued upon the conversion of the Company’s
Class B common stock, par value $0.0001 per share originally purchased by the Sponsor pursuant to that certain Securities Subscription
Agreement dated as of June 25, 2019 by and between the Sponsor and the Company (including any shares of capital stock of the Company
issued or issuable upon conversion thereof).


 


“Founder Shares Lock-Up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the Effective Time
or (B) subsequent to the Closing, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after the Effective Time or (y) the date on which the Company completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. For clarity, Founder
Shares Lock-Up Period with respect to shares held by each of Jeff Epstein and Brad Koenig shall be the “Insider Lock-Up Period”
as defined in the Supplemental Letter Agreement.


 






    2


     


    

 


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


 


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


 


“Insider Letter”
shall mean that certain letter agreement, dated as of September 16, 2019, by and among the Company, the Sponsor and each of the
Company’s officers, directors and director nominees.


 


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


 


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


 


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


 


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


  


“Original
Holder” shall have the meaning given in the Recitals hereto.


 


“Original
RRA” shall have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer the relevant Registrable Securities
(i) under the Support Agreement, or (ii) prior to the expiration of the AvePoint Holders Lock-Up Period, Founder Shares Lock-Up
Period or the Private Placement Lock-Up Period, as the case may be, under the Lock-Up Agreements, Insider Letter or the Cantor
Private Placement Units Purchase Agreement, and any other applicable agreement between such Holder and the Company and to any transferee
thereafter.


 


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


 


“Private Placement Lock-Up Period”
shall mean, with respect to Private Placement Units that are held by the initial purchasers of such Private Placement Units or
their Permitted Transferees (including units into which the Private Placement Units are convertible), and any of the securities
underlying such Private Placement Unit (including securities into which such underlying securities are convertible), including
the Private Placement Shares, the Private Placement Warrants and the Common Stock issued or issuable upon the exercise of the Private
Placement Warrants, that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the
period ending 30 days after the Closing Date.


 


“Private Placement Shares”
shall mean the shares of Common Stock comprising the Private Placement Units (including shares into which the Common Stock is convertible). 


 


“Private Placement Units”
shall mean the 810,000 units (including units into which the Private Placement Units are convertible), each unit consisting of
one share of Common Stock and one half of one warrant to purchase one share of Common Stock, purchased by (i) the Sponsor pursuant
to that certain Unit Subscription Agreement dated as of September 16, 2019 by and between the Sponsor and the Company and (ii)
Cantor pursuant to the Cantor Private Placement Units Purchase Agreement. 


 


“Private Placement Warrants”
shall mean the warrants comprising the Private Placement Units (including warrants into which the Private Placement Warrants are
convertible). 


 






    3


     


    

 


“Pro Rata”
shall have the meaning given in Section 2.1.5.


 


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


 


“Registrable Security”
shall mean (a) any outstanding Founder Shares (including any units into which such Founder Shares are convertible), (b) any outstanding
share of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common
Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder immediately following
the Closing (including any securities distributable pursuant to the Merger Agreement), (c) any outstanding Private Placement Units
(including any units into which such Private Placement Units are convertible), and (d) any other equity security of the Company
issued or issuable with respect to any securities referenced in clause (a), (b) and (c) above 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 upon the earliest to
occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement
by the applicable Holder; (B) 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; (C) such securities shall have ceased to be outstanding;
(D) 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) and new
certificates or book entry positions for such securities not bearing a legend restricting further transfer shall have been delivered
by the Company; or (E) 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, including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective.


 


“Registration Expenses”
shall mean the 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 in a Shelf Registration
(including any Subsequent Shelf Registration), an Underwritten Offering or a Shelf Takedown, as the case may be.


 


“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.


 






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


 


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


 


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


 


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


 


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


 


“Sixth
Street Holders” shall mean Avatar Investment Opportunities, LLC, Avatar Investment Solutions 1, LLC, Avatar Investment
Solutions (A), LLC and any of their affiliates.


 


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


 


“Sponsor
Earn-Out Shares” shall have the meaning given in the Preamble hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II


REGISTRATIONS


 


2.1 Shelf Registration.


 


2.1.1 Filing.
The Company shall file within fifteen (15) business days of the Closing Date, a Registration Statement for a Shelf Registration
on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration
Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale
of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and
shall use reasonable best efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable
after the initial 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 one hundred and twenty (120) days after
the filing deadline if the Registration Statement is reviewed by, and receives comments from, the SEC. Such Shelf shall provide
for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available
to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall
prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep
a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as
there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable
best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after
the Company is eligible to use Form S-3.


 






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


 


2.1.3 Additional
Registerable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a
delayed or continuous basis, the Company, upon request of the (i) Holders of at least a majority in interest of the then outstanding
Registrable Securities held by the AvePoint Holders, (ii) Holders of at least a majority in interest of the then outstanding Registrable
Securities held by the Original Holders or (iii) Holders of at least a majority in interest of the then outstanding Registrable
Securities held by the Sixth Street Holders (any such Holders, the “Demanding Holders”), shall promptly
use its reasonable best efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become
effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms
hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice
per calendar year for each of the AvePoint Holders, the Original Holders and the Sixth Street Holders.


 


2.1.4 Requests
for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission,
the Demanding Holders may request to sell all or any portion of their Registrable Securities in an Underwritten Offering that is
registered pursuant to the Shelf, including a Block Trade (each, an “Underwritten Shelf Takedown”); provided
that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities
proposed to be sold by the Demanding Holders with a total offering price reasonably expected to exceed, in the aggregate $10 million
(the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving
written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the
Underwritten Shelf Takedown. The Demanding Holders shall have the right to select the Underwriters for such offering (which shall
consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which
shall not be unreasonably withheld, conditioned or delayed). The Original Holders, collectively, may demand not more than two (2)
Underwritten Shelf Takedowns, the AvePoint Holders, collectively, may demand not more than two (2) Underwritten Shelf Takedowns
and the Sixth Street Holders, collectively, may demand not more than two (2) Underwritten Shelf Takedowns, pursuant to this Section
2.1.4. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant
to any then effective Registration Statement, including a Form S-3, that is then available for such offering. 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 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 Underwritten
Shelf Offering contemplated by this Section 2.1.4, the underwriting agreement into which each Holder and the Company shall
enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling
stockholders as are customary in underwritten offerings of securities.


 









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


 


2.1.6  Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right
to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown, and such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof;
provided that the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown
Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the
Sponsor or any of its respective Permitted Transferees, as applicable. Following the receipt of any Withdrawal Notice, the Company
shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with a Shelf Takedown prior to its withdrawal under this Section 2.1.6.


 


2.2 Piggyback
Registration.


 


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


 






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2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the Common Stock or other equity securities that the Company desires to sell, taken
together with (i) the Common Stock or other equity securities, if any, as to which Registration or a Shelf Takedown has been
demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities
hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof,
and (iii) the Common Stock or other equity securities, if any, as to which Registration or a Shelf Takedown 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
or Shelf Takedown is undertaken for the Company’s account, the Company shall include in any such Registration or Shelf Takedown
(A) first, the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), the Common Stock, if any, as to which Registration or a Shelf Takedown 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
or Shelf Takedown 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 or Shelf Takedown (A) first, the Common Stock or other equity securities, if any, of
such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the
Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to Section 2.2.1, pro rata based on the respective number of Registrable Securities that each Holder has requested
be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to
be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common
Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A),
(B) and (C), the Common Stock or other equity securities for the account of other persons 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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(c) If the Registration
or Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the
Company shall include in any such Registration or Shelf Takedown securities in accordance with Section 2.1.5.


 


2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding 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 a Piggyback Registration pursuant
to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect
to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or
as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf)
at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement,
the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to
its withdrawal under this Section 2.2.3.


 


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


 


2.3 Restrictions
on Registration Rights. If (A) during the period starting with the date forty-five (45) 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 for an Underwritten Shelf Takedown pursuant to Section 2.1.4 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 Offering 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 or Underwritten Offering 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 or such
Underwritten Offering 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 or such Underwritten Offering to be conducted, as the case may be, in the near future and that it is therefore
essential to defer the filing of such Registration Statement or the Underwritten Offering, as the case may be. In such event, the
Company shall have the right to defer such filing or Underwritten Offering for a period of not more than thirty (30) days; provided, however,
that the Company shall not defer its obligation in this manner more than once in any 12-month period.


 


2.4 Market Stand-off.
In connection with any Underwritten Offering of equity securities of the Company, if requested by the managing Underwriters, each
Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock participating
in such Underwritten Offering agrees that it shall not transfer any shares of Common Stock or other equity securities of the Company
(other than those included in such offering pursuant to this Agreement) during the ninety (90)-day period (or such shorter time
agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such
lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute
a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions
as all such Holders).


 


2.5. Block Trades.
Notwithstanding any other provision of Article II, but subject to Sections 2.3 and 3.4, if the Holders desire to effect
a Block Trade, 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 promptly as reasonably practicable, 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 Underwriter(s) (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.


 






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ARTICLE III


COMPANY PROCEDURES


 


3.1 General
Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its reasonable 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 any Holder 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 each Holder of Registrable Securities included in such Registration, and each such Holder’s 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 each Holder of Registrable Securities
included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the
Registrable Securities owned by such Holders;


 


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


 


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


 


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


 


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


 


3.1.8 at least five
(5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus
(excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein), furnish
a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus; 


 






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


 


3.1.10 permit a representative
of the Sponsor, Cantor, the Sixth Street Holders, the Underwriters, if any, and any attorney or accountant retained by any such
party, if any, 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 representatives,
Cantor, Underwriter, attorney or accountant in connection with the Registration; provided, however, that
such representatives, Cantor 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; and provided further, the Company may not
include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement
or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated
by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent
of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on
such applicable document, which comments the Company shall include unless contrary to applicable law;


 


3.1.11 obtain a “cold
comfort” letter 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;


 


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


 


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


 


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


 


3.1.15 with respect
to an Underwritten Shelf Takedown pursuant to Section 2.1.4, 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 such Underwritten Offering; and


 


3.1.16 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, 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
subject to this Section 3.2, 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; provided that the Company’s obligations under this Agreement to reimburse the Holders shall not exceed $75,000 per
Registration.


 






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


 


3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies
of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing
by the Company that the use of the Prospectus may be resumed. 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, provided, however, that the Company may not delay the filing or initial effectiveness
of, or suspend use of, such Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar
days, or more than ninety (90) total calendar days in each case during any twelve-month period. 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.


 


3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents
publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval (EDGAR) System
shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable
such Holder to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


3.6 Limitations
on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cantor may not exercise its rights under Sections
2.1.4 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the registration statement relating
to the Company’s initial public offering, respectively, and (ii) Cantor may not exercise its rights under Section 2.1.4
more than one time.


 






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ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company
agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and agents
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained or incorporated
by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained or incorporated by reference 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.


 


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


 


4.1.3 Any person
entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel (plus local 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, such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received
by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses
or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above,
any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person who was not
guilty of such fraudulent misrepresentation. 


 


ARTICLE V


MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered
to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee
upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 533 Airport Blvd,
Suite 400, Burlingame, CA 94010, 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, and such change of address shall become effective thirty (30) days after delivery of such notice
as provided in this Section 5.1.


 


5.2 Assignment;
No Third Party Beneficiaries.


 


5.2.1 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 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.


 


5.2.3 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 Section 5.2 hereof.


 


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


 






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


 


5.4 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE AS APPLIED TO AGREEMENTS
AMONG DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION AND (II) IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY
RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT THE PARTIES WAIVE, AND
AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT,
CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE
BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY
IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER
(PROVIDED, THAT IF JURISDICTION IS NOT THEN AVAILABLE IN THE DELAWARE CHANCERY COURT, THEN ANY SUCH ACTION MAY BE BROUGHT IN ANY
FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OR ANY OTHER DELAWARE STATE COURT). 


 


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


 


5.6 Other Registration
Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities and the PIPE Investors
(as defined in the Merger Agreement), has any right to require the Company to register any securities of the Company for sale or
to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its
own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes
any other registration rights agreement or agreement with similar terms and conditions, other than the Subscription Agreements
(as defined in the Merger Agreement) with the PIPE Investors, and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail. The Company will not grant any person any registration rights with
respect to the capital stock of the Company that are prior in right or in conflict or inconsistent with the rights of the Holders
as set forth in Article II in any material respect (it being understood that this shall not preclude the grant of additional demand
and piggyback registration rights in and of themselves so long as such rights are not prior in right to the rights under this Agreement).


 


5.7 Term.
This Agreement shall terminate upon the earlier of (i) with respect to any Holder, on the date that such Holder no longer holds
any Registrable Securities, provided that the provisions of  Article IV shall survive any termination with respect
to such Holder and (ii) seven (7) years after the closing of the Mergers (as defined in the Merger Agreement).


 


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


 


[Signature Page Follows]


 




    15


     


    


 


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


 


	 	COMPANY:
	 	 
	 	AVEPOINT HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:   


 


	 	HOLDERS:
	 	 
	 	APEX TECHNOLOGY SPONSOR LLC
	 	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title:   


  


	 	CANTOR FITZGERALD & CO.
	 	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title:   


  


	 	[AVEPOINT HOLDERS]
	 	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title:   


 


[Signature Page to A&R Registration
Rights Agreement]