Exhibit 10.5


 


AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and
among Near Intelligence, Inc., (formerly known as KludeIn I Acquisition Corp.), a Delaware corporation, (the “Company”),
KludeIn Prime LLC, a Delaware limited liability company (the “Sponsor”), certain persons listed on Schedule
1 hereto (such persons, the “Initial Holders” and, together with the Sponsor the “Sponsor Parties”),
certain equityholders of Near Intelligence Holdings Inc., a Delaware corporation (“Near”) set forth on Schedule
2 hereto (such equityholders, the “Near Holders” and, collectively with the Sponsor Parties and any person or
entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement,
the “Holders” and each, a “Holder”).


 


RECITALS


 


WHEREAS, the Company,
the Sponsor and the Initial Holders are party to that certain Registration Rights Agreement, dated as of January 6, 2021 (the “Original
RRA”);


 


WHEREAS, the Company
has entered into that certain Agreement and Plan of Merger, dated as of May 18, 2022 (as it may be amended from time to time in accordance
with the terms thereof, the “Merger Agreement”), by and among the Company, Near and the other parties thereto;


 


WHEREAS, on the date
hereof, pursuant to the Merger Agreement, the Near Holders received, in the aggregate, shares of Class A common stock, par value $0.0001
per share, of the Company (the “Common Stock”) in the amount of Merger Consideration (such shares, “Merger
Consideration Shares”);


 


WHEREAS, substantially
simultaneously with its entering into the Merger Agreement, the Company has entered into a Common Stock Purchase Agreement with a certain
investor (the “Common Stock Investor”; such agreement, the “Common Stock Purchase Agreement”),
pursuant to which the Company may issue and sell to the Common Stock Investor, from time to time on or after the Closing, and the Common
Stock Investor shall purchase from the Company, up to the lesser of (i) One Hundred Million U.S. Dollars ($100,000,000) in aggregate gross
purchase price of newly issued shares of Common Stock, and (ii) a certain exchange cap set forth therein (the “Common Stock
Financing”);


 


WHEREAS, in connection
with the Merger Agreement and the transactions contemplated thereunder, the Company shall use commercially reasonable efforts to endeavor
to consummate a Transaction Financing (as defined in the Merger Agreement), pursuant to which the Company would issue and sell to certain
investors shares of Common Stock (“Investor Shares”) in one or more transactions exempt from registration under
the Securities Act pursuant to subscription agreements to be entered into by and between the Company and each of the investors that would
be parties thereto (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”);


 


WHEREAS, pursuant to
Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written
consent of the Company and the Holders (as defined in the Original RRA) of a majority-in-interest of the Registrable Securities (as defined
in the Original RRA) at the time in question, and the Sponsor Parties are Holders in the aggregate of all of the Registrable Securities
as of the date hereof; and


 


WHEREAS, the Company,
the Sponsor 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.


 






     


     


    

 


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


 


ARTICLE
I


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


“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 have the meaning given in the Recitals hereto.


 


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


 


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


 


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


 


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


 


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


 






    2


     


    

 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


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


 


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


 


“Permitted
Transferees” shall mean with respect to a Holder, (1) if such Holder is an individual, (w) the members of such Holder’s
immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of
the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants
(including adopted and step children and parents) of such person and his or her spouses and siblings), (x) any transferee pursuant to
a qualified domestic relations order or by virtue of laws of descent and distribution upon death of such Holder, (y) a partnership, limited
liability company or other entity of which such Holder and/or the immediate family of such Holder are the legal and beneficial owner of
all of the outstanding equity securities or similar interests, and (z) any trust for the direct or indirect benefit of such Holder or
the immediate family of such Holder, (2) if such Holder is a trust, the trustor or beneficiary of such trust or the estate of a beneficiary
of such trust, (3) if such Holder is an entity, (x) as a distribution to limited partners, shareholders, members of, or owners of similar
equity interests in such Holder upon the liquidation and dissolution of such Holder, and (y) such Holder’s officers or directors
or immediate family members of any of such Holder’s officers or directors, and (4) any affiliate (as defined in Rule 405 under the
Securities Act of 1933, as amended) of Holder.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Sponsor Holders”
shall mean the Sponsor and its Permitted Transferees who hold Registrable Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE
II


 


REGISTRATIONS AND OFFERINGS


 


2.1 Shelf Registration.


 


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


 


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


 






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


 


2.1.4 Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file
with the Commission, (a) a Sponsor Holder (a “Demanding Sponsor Holder”) or (b) a Near Holder (a “Demanding
Near Holder”) (any of the Demanding Sponsor Holders or such Demanding Near Holders being in such case, a “Demanding
Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other
coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown
if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with
other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $50 million (the “Minimum
Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the
Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.
Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist
of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which
shall not be unreasonably withheld, conditioned or delayed). The Demanding Sponsor Holders and the Demanding Near Holders may each demand
not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period. Notwithstanding
anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration
Statement, including a Form S-3 Shelf, that is then available for such offering.


 


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 shares of Common Stock or other equity securities that the Company desires to sell and all
other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant
to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum
number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the
timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such
securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed
to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders
and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and
Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without
exceeding the Maximum Number of Securities.


 






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2.1.6 Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, any Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten
Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the a Sponsor Holder or a Near Holder may elect to have the Company continue an Underwritten Shelf
Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten
Shelf Takedown by the Sponsor Holders, the Near Holders or any of their respective Permitted Transferees, as applicable. If withdrawn,
a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding
Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten
Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten
Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective
number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided
that, if a Sponsor Holder or a Near Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately
preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by such Sponsor Holder
or such Near Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company
shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration
Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.


 


2.2 Piggyback Registration.


 


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


 






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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 shares of Common Stock or other equity securities that the Company desires to sell, taken together with
(i) the 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,
(ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii)
the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant
to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities
hereunder, exceeds the Maximum Number of Securities, then:


 


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


 


(b) if
the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities,
if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding
the Maximum Number of Securities; (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 shares of Common Stock or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities,
if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration
rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum
Number of Securities; and


 






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


 


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


 


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


 


2.3 Market Stand-off.
In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), each Holder that
participates 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), without the prior written consent of the
Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of
pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters
otherwise agree by written consent. Each Holder participating in any Underwritten Offering agrees to execute a customary lock-up
agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such
Holders).


 


2.4 Block Trades.


 


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


 






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


 


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


 


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


 


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


 


ARTICLE
III


 


COMPANY PROCEDURES


 


3.1 General Procedures.
In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration
to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto
the Company shall, as expeditiously as possible:


 


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


 


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


 


3.1.3 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;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


3.1.15 with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in such Underwritten Offering; and


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


ARTICLE
IV


 


INDEMNIFICATION
AND CONTRIBUTION


 


4.1 Indemnification.


 


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


 




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


 


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


 


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


 




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


 


ARTICLE
V


 


MISCELLANEOUS


 


5.1 Notices. Any notice
or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to
be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service
providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that
is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in
the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery
receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed, if to the Company, to: Near Intelligence, Inc.], 100W Walnut St, STE A-4, Pasadena, California
91124, Attn: Anil Mathews, E-mail: anil@near.com , and, if to any Holder, at such Holder’s address, electronic mail address or
facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from
time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after
delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment; No Third
Party Beneficiaries.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.6 Amendments and Modifications.
Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with
any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions
may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof
shall also require the written consent of a majority-in-interest of the Sponsor Holders so long as the Sponsor Holders and their affiliates
hold, in the aggregate, at least twenty-five percent (25%) of the outstanding shares of Common Stock of the Company held by such Sponsor
Holders as of the date hereof; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof
shall also require the written consent of each Near Holder so long as such Near Holder and its affiliates hold, in the aggregate, at
least five percent (5%) of the outstanding shares of Common Stock of the Company; and provided, further, that any amendment
hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or
the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder
or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or
preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 




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5.7 Other Registration
Rights. Other than (i) the investor who has registration rights pursuant to the Common Stock Subscription Agreement, (ii) the stockholders
who may have registration rights with respect to their Investor Shares pursuant to their respective Subscription Agreements, and (iii)
as provided in the Warrant Agreement, dated as of January 6, 2021, between the Company and Continental Stock Transfer & Trust Company,
the Company represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require
the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement
filed by the Company for the sale of securities for its own account or for the account of any other person or entity. The Company hereby
agrees and covenants that it will not grant rights to register any Common Stock (or securities convertible into or exchangeable for Common
Stock) pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders hereunder (such rights
“Competing Registration Rights”) without the
prior written consent of a majority-in-interest of the Sponsor Holders, and (b) the Near Holders and its affiliates hold, in the aggregate,
at least five percent (5%) of the outstanding shares of Common Stock of the Company, the Company hereby agrees and covenants that it
will not grant Competing Registration Rights without the prior written consent of such Near Holders. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


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


 


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


 


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


 


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


 


5.12 Entire Agreement;
Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing, the Original
RRA shall no longer be of any force or effect.


 


[SIGNATURE PAGES FOLLOW]


 




    19


     


    

 


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


 


	 	COMPANY:
	 	 
	 	Near Intelligence, Inc.
	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 


 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 




     


     


    

 


	 	HOLDERS:
	 	 
	 	KludeIn Prime LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 
	 	 	 
	 	 	Mark W. Bailey
	 	 
	 	 	 
	 	 	Krishnan Rajagopalan
	 	 
	 	 	 
	 	 	Madhavan Rangaswami
	 	 
	 	[Entity Near Holders]1
	 	a [●]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 
	 	[Individual Near Holders]2


 





 






		1	To be updated to include all Near Holders that are entities.



 


		2	To be updated with names of each individual Near Holder.



 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 




     


     


    

 


Schedule 1


 


Initial Holders


 


Mark W. Bailey


Krishnan Rajagopalan


Madhavan Rangaswami


 




     


     


    

 


Schedule 2


 


Near Holders


 


 


 


 


 


 




     


     


    

 


Exhibit A


 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


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


 


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


 


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


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	 
	 	Address: 	 
	 	 
	 	 


 


Agreed and Accepted as of

____________, 20__


 


[      ]


 


	By:	 	 
	Name:  	 	 
	Its: