Exhibit 10.1


 





 



 


REGISTRATION RIGHTS AGREEMENT


 


by and among


 


M I Acquisitions, Inc.


 


and


 


the other parties hereto


 


Dated as of July 25, 2018


 


 



 






     


     

    

  


TABLE OF CONTENTS


 





	ARTICLE I DEFINITIONS	1
	 	 
	 	Section 1.1	Certain Definitions	1
	 	 	 	 
	 	Section 1.2	Other Definitional Provisions; Interpretation	4
	 	 	 	 
	ARTICLE II REGISTRATION RIGHTS	5
	 	 
	 	Section 2.1	Right to Demand a Non-Shelf Registered Offering	5
	 	 	 	 
	 	Section 2.2	Right to Piggyback on a Non-Shelf Registered Offering	5
	 	 	 	 
	 	Section 2.3	Right to Demand and be Included in a Shelf Registration	5
	 	 	 	 
	 	Section 2.4	Demand and Piggyback Rights for Shelf Takedowns	5
	 	 	 	 
	 	Section 2.5	Right to Reload a Shelf	6
	 	 	 	 
	 	Section 2.6	Limitations on Demand and Piggyback Rights	6
	 	 	 	 
	 	Section 2.7	Notifications Regarding Registration Statements	6
	 	 	 	 
	 	Section 2.8	Notifications Regarding Registration Piggyback Rights	7
	 	 	 	 
	 	Section 2.9	Notifications Regarding Demanded Underwritten Takedowns	7
	 	 	 	 
	 	Section 2.10	Plan of Distribution, Underwriters and Counsel	7
	 	 	 	 
	 	Section 2.11	Cutbacks	8
	 	 	 	 
	 	Section 2.12	Lock-ups	8
	 	 	 	 
	 	Section 2.13	Expenses	8
	 	 	 	 
	 	Section 2.14	Facilitating Registrations and Offerings	9
	 	 	 	 
	ARTICLE III INDEMNIFICATION	12
	 	 
	 	Section 3.1	Indemnification by the Company	12
	 	 	 	 
	 	Section 3.2	Indemnification by the Holders and Underwriters	13
	 	 	 	 
	 	Section 3.3	Notices of Claims, Etc.	14
	 	 	 	 
	 	Section 3.4	Contribution	14
	 	 	 	 
	 	Section 3.5	Non-Exclusivity	15







 






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	ARTICLE IV OTHER	15
	 	 
	 	Section 4.1	Notices	15
	 	 	 	 
	 	Section 4.2	Assignment	16
	 	 	 	 
	 	Section 4.3	Amendments; Waiver	16
	 	 	 	 
	 	Section 4.4	Third Parties	17
	 	 	 	 
	 	Section 4.5	Rule 144	17
	 	 	 	 
	 	Section 4.6	In-Kind Distributions	17
	 	 	 	 
	 	Section 4.7	Governing Law	17
	 	 	 	 
	 	Section 4.8	CONSENT TO JURISDICTION	17
	 	 	 	 
	 	Section 4.9	MUTUAL WAIVER OF JURY TRIAL	18
	 	 	 	 
	 	Section 4.10	Specific Performance	18
	 	 	 	 
	 	Section 4.11	Entire Agreement	18
	 	 	 	 
	 	Section 4.12	Severability	18
	 	 	 	 
	 	Section 4.13	Counterparts	18
	 	 	 	 
	 	Section 4.14	Effectiveness	18







  






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REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is dated as of July 25, 2018 and is by and among M I Acquisitions, Inc. (the “Company”), Priority Incentive Equity
Holdings, LLC, a Delaware limited liability company (“PIEH”), Thomas C. Priore (“TCP”) and the
individuals listed on Schedule A hereto (each, an “Individual” and, collectively, the “Individuals”).


 


BACKGROUND


 


WHEREAS, the Company, Priority Investment
Holdings, LLC (“PIH”) and PIEH have entered into that certain Second Amended and Restated Contribution Agreement,
dated as of April 17, 2018 (as amended from time to time in accordance with the terms thereof, the “Contribution Agreement”),
pursuant to which PIH and PIEH agreed to exchange their equity interests in Priority Holdings, LLC for shares of Common Stock of
the Company;


 


WHEREAS, PIH, the Company and certain holders
named therein (the “PIH Holders”) entered into that certain Distribution Agreement, dated as of the date hereof,
pursuant to which PIH has distributed its equity interests in Priority Holdings, LLC to the PIH Holders and the PIH Holders agreed
to exchange such equity interests for Common Stock of the Company; and


 


WHEREAS, as a condition to the willingness
of PIH and PIEH to enter into the Contribution Agreement, the Company has agreed to enter into this Agreement in order to provide
rights relating to the registration of shares of Common Stock issued or issuable to PIH and PIEH and the Individuals.


 


NOW, THEREFORE, in consideration of the respective
representations, warranties, covenants and agreements set forth herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:


 


Article
I


 


DEFINITIONS


 


Section 1.1             Certain
Definitions. As used in this Agreement:


 


“Affiliate” has the meaning
ascribed thereto in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.


 


“Agreement” has the meaning
set forth in the preamble.


 


“Board” means the board of
directors of the Company.


 


“Business Day” means a day
other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized
or required by law to close.


 



     


     

    




 


"Company” has the meaning
set forth in the preamble.


 


“Common Stock” means the
shares of common stock, par value $0.0001 per share, of the Company, and any other capital stock of the Company into which such
common stock is reclassified or reconstituted.


 


“Demand Party” has the meaning
set forth in Section 2.2(a).


 


“Exchange Act” means the
U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended
from time to time.


 


“FINRA” means Financial Industry
Regulatory Authority, Inc.


 


“Governmental Authority”
means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.


 


“Holder” means each of TCP,
PIEH and the Individuals that is a holder of Registrable Securities or securities exercisable, exchangeable or convertible into
Registrable Securities or any Transferee of such Person to whom registration rights are assigned pursuant to Section 4.2.


 


“Indemnified Party” and “Indemnified
Parties” have the meanings set forth in Section 3.1.


 


“Individual” has the meaning
set forth in the preamble.


 


“Law” means any statute,
law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental
restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing
by, any Governmental Authority.


 


“Lock-up Period” has the
meaning set forth in Section 2.4(d)(i).


 


“Person” means an individual,
a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a cooperative,
an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable
Law, or any Governmental Authority or any department, agency or political subdivision thereof.


 


“PIH” has the meaning set
forth in the preamble.


 


“PIEH” has the meaning set
forth in the preamble.


 


“Registrable Securities”
means all (i) shares of Common Stock, (ii) Units, (iii) Warrants and (iv) any Securities into which the Common Stock, Units or
Warrants may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate
conversion or other extraordinary transaction of the Company held by a Holder (whether now held or beneficially owned or hereafter
acquired, and including any such Securities received by a Holder upon the conversion or exchange of, or pursuant to a transaction
with respect to, other securities held by such Holder). As to any Registrable Securities, such Securities will cease to be Registrable
Securities when:


 



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(a)           a
registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been
disposed of pursuant to such effective registration statement;


 


(b)           such
Registrable Securities shall have been sold pursuant to Rule 144 or 145 (or any similar provision then in effect) under the Securities
Act; or


 


(c)           such
Registrable Securities cease to be outstanding.


 


“Registration Expenses” means
any and all expenses incurred in connection with the performance of or compliance with this Agreement, including:


 


(a)           all
SEC, stock exchange, or FINRA registration and filing fees (including, if applicable, the fees and expenses of any “qualified
independent underwriter," as such term is defined in Rule 5121 of FINRA, and of its counsel);


 


(b)           all
fees and expenses of complying with securities or blue sky Laws (including fees and disbursements of counsel for the underwriters
in connection with blue sky qualifications of the Registrable Securities);


 


(c)           all
printing, messenger and delivery expenses;


 


(d)           all
fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or FINRA and
all rating agency fees;


 


(e)           the
fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special
audits and/or “cold comfort” letters required by or incident to such performance and compliance;


 


(f)            any
fees and disbursements of underwriters customarily paid by the issuers or sellers of Securities, including liability insurance
if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained
in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any;


 


(g)           any
fees and disbursements of counsel (including the fees and disbursements of outside counsel for Holders) incurred in connection
with any registration statement or registered offering covering Registrable Securities held by the Holders;


 


(h)           the
costs and expenses of the Company relating to analyst and investor presentations or any “road show" undertaken in connection
with the registration and/or marketing of the Registrable Securities (including the reasonable out-of-pocket expenses of the Holders);
and


 






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(i)            any
other fees and disbursements customarily paid by the issuers of securities.


 


“SEC” means the U.S. Securities
and Exchange Commission or any successor agency.


 


“Securities Act” means the
U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from
time to time.


 


“TCP” has the meaning set
forth in the preamble.


 


“Transfer” (including its
correlative meanings, “Transferor”, “Transferee” and “Transferred”) shall mean,
with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant
a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security.
When used as a noun, “Transfer” shall have such correlative meaning as the context may require.


 


“Units” means the units of
the Company, each comprised of one share of Common Stock and one Warrant.


 


“Warrants” means the warrants
to purchase shares of Common Stock of the Company.


 


“WKSI” means a well-known
seasoned issuer, as defined in Rule 405 under the Securities Act.


 


Section 1.2             Other Definitional Provisions; Interpretation.


 


(a)            The words “hereof," “herein,” and “hereunder" and words
of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement,
and references in this Agreement to a designated “Article” or “Section" refer to an Article or Section of this
Agreement unless otherwise specified.


 


(b)           The headings in this Agreement are included for convenience of reference only and
do not limit or otherwise affect the meaning or interpretation of this Agreement.


 


(c)            The meanings given to terms defined herein are equally applicable to both the singular
and plural forms of such terms.


 



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Article
II


 


REGISTRATION RIGHTS


 


Section 2.1             Right to Demand a Non-Shelf Registered Offering.
Upon the demand of TCP or PIEH made at any time and from time to time, the Company will facilitate in the manner described in this
Agreement a non-shelf registered offering of the Registrable Securities requested by such Holder to be included in such offering.
Any demanded non-shelf registered offering may, at the Company's option, include shares of Common Stock to be sold by the Company
for its own account and will also include Registrable Securities to be sold by Holders that exercise their related piggyback rights
on a timely basis.


 


Section 2.2             Right to Piggyback on a Non-Shelf Registered Offering.
In connection with any registered offering of Common Stock covered by a non-shelf registration statement (whether pursuant to the
exercise of demand rights or at the initiative of the Company), any non-demanding Holders may exercise piggyback rights to have
included in such offering Registrable Securities held by them. The Company will facilitate in the manner described in this Agreement
any such non-shelf registered offering. For the avoidance of doubt, if a Holder exercises the demand set forth in Section 2.1,
each Holder (including the demanding Holder) shall have the right to sell Registrable Securities in the offering on a “pro
rata” basis with “pro rata" being determined by dividing the number of Registrable Securities held by a Holder by
the number of Registrable Securities held by all Holders.


 


Section 2.3             Right to Demand and be Included in a Shelf Registration.
Upon the demand of any Holder, made at any time and from time to time when the Company is eligible to utilize Form S-3 or a successor
form to sell Registrable Securities in a secondary offering on a delayed or continuous basis in accordance with Rule 415 of the
Securities Act, the Company will facilitate in the manner described in this Agreement a shelf registration of Registrable Securities
held by the Holders. Any shelf registration filed by the Company covering shares (whether pursuant to a Holder's demand or the
initiative of the Company) will cover Registrable Securities held by each of the Holders up to the highest common percentage of
their original respective holdings, which highest common percentage will be agreed upon by the demanding Holder. If at the time
of such request the Company is a WKSI, such shelf registration would, at the request of such majority Holders, cover an unspecified
number of shares and Registrable Securities to be sold by the Company and the Holders.


 


Section 2.4             Demand and Piggyback Rights for Shelf Takedowns.
Upon the demand of one or more of TCP or PIEH made at any time and from time to time, the Company will facilitate in the manner
described in this Agreement a “takedown” of Registrable Securities off of an effective shelf registration statement.
In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative
of the Company), the Holders may exercise piggyback rights to have included in such takedown Registrable Securities held by them
that are registered on such shelf. Notwithstanding the foregoing, Holders may not demand a shelf takedown for an offering that
will result in the imposition of a lock-up on the Company and the Holders unless the Registrable Securities requested to be sold
by the demanding Holders in such takedown have an aggregate market value (based on the most recent closing price of the Common
Stock at the time of the demand) of at least $50.0 million.


 



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Section 2.5             Right to Reload a Shelf. Upon the written
request of a Holder, the Company will file and seek the effectiveness of a post-effective amendment to an existing shelf in order
to register up to the number of Registrable Securities previously taken down off of such shelf by such Holder and not yet “reloaded"
onto such shelf. The Holders and the Company will consult and coordinate with each other in order to accomplish such replenishments
from time to time in a sensible manner.


 


Section 2.6            Limitations on Demand and Piggyback Rights.


 


(a)           Any demand for the filing of a registration statement or for a registered offering
or takedown will be subject to the constraints of any applicable lock-up arrangements, and such demand must be deferred until such
lock-up arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown,
no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded
by a Holder, such Holder may not make another demand for an underwritten offering prior to 60 days after the expiration of the
lock-up applicable to its prior demanded offering unless another Holder joins in the demand. Notwithstanding anything in this Agreement
to the contrary, the Holders will not have piggyback or other registration rights with respect to registered primary offerings
by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related
offers and sales, (ii) where the shares are not being sold for cash or (iii) where the offering is a bona fide offering
of securities other than shares or other Registrable Securities, even if such securities are convertible into or exchangeable or
exercisable for shares.


 


(b)           The Company may postpone the filing of a demanded registration statement or suspend
the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if
the board of directors of the Company determines that such registration or offering could materially interfere with a bona fide
business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature
disclosure of which could materially and adversely affect the Company. The blackout period will end upon the earlier to occur of,
(i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral
commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) the filing by the
Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.


 


Section 2.7             Notifications Regarding Registration Statements.
Prior to exercising demand rights for a registration statement, the Holders will consult with each other in this regard. In order
for one or more Holders to exercise their right to demand that a registration statement be filed, they must so notify the Company
in writing indicating the number of Registrable Securities sought to be registered and the proposed plan of distribution. The Company
will keep the Holders contemporaneously apprised of any registration of Common Stock, whether pursuant to a Holder demand or otherwise,
with respect to which a piggyback opportunity is available. Pending any required public disclosure and subject to applicable legal
requirements, the parties will maintain the confidentiality of these discussions.


 



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Section 2.8             Notifications Regarding Registration Piggyback Rights.
Any Holder wishing to exercise its piggyback rights with respect to a non-shelf registration statement must notify the Company
and the other Holders of the number of Registrable Securities it seeks to have included in such registration statement. Such notice
must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on the second trading day prior to
(i) if applicable, the date on which the preliminary prospectus intended to be used in connection with pre-effective marketing
efforts for the relevant offering is expected to be finalized, and (ii) in any case, the date on which the pricing of the
relevant offering is expected to occur. No such notice is required in connection with a shelf registration statement, as Registrable
Securities held by all Holders will be included subject to the limitations described in Section 2.3.


 


Section 2.9             Notifications Regarding Demanded Underwritten Takedowns.


 


(a)            Prior to exercising their demand rights for an underwritten takedown of Registrable
Securities off of a shelf registration statement, the Holders will consult with each other in this regard. The Company will keep
the Holders contemporaneously apprised of all pertinent aspects of any underwritten shelf takedown in order that they may have
a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company's obligation as described in
the preceding sentence, having a reasonable opportunity requires that the Holders be notified by the Company of an anticipated
underwritten takedown (whether pursuant to a demand made by other Holders or made at the Company's own initiative) no later than
5:00 pm, New York City time, on (i) if applicable, the second trading day prior to the date on which the preliminary prospectus
or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and
(ii) in all cases, the second trading day prior to the date on which the pricing of the relevant takedown occurs.


 


(b)           Any Holder wishing to exercise its piggyback rights with respect to an underwritten
shelf takedown must notify the Company and the other Holders of the number of Registrable Securities it seeks to have included
in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on
(i) if applicable, the trading day prior to the date on which the preliminary prospectus or prospectus supplement intended
to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases,
the trading day prior to the date on which the pricing of the relevant takedown occurs.


 


(c)            Pending any required public disclosure and subject to applicable legal requirements,
the parties will maintain appropriate confidentiality of their discussions regarding a prospective underwritten takedown.


 


Section 2.10           Plan of Distribution, Underwriters and Counsel.
If a majority of the shares or other Registrable Securities proposed to be sold in an underwritten offering through a non-shelf
registration statement or through a shelf takedown is being sold by the Company for its own account, the Company will be entitled
to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, Holders holding a majority
of the Registrable Securities requested to be included in such offering will be entitled to determine the plan of distribution
and select the managing underwriters, and such majority will also be entitled to select counsel for the selling Holders (which
may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide
as much flexibility as is reasonably possible, including with respect or resales by transferee Holders.


 



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Section 2.11           Cutbacks. If the managing underwriters
advise the Company and the selling Holders that, in their opinion, the number of shares or other Registrable Securities requested
to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the
distribution of the shares or other Registrable Securities being offered, such offering will include only the number of shares
or other Registrable Securities that the underwriters advise can be sold in such offering. If the Company is selling shares for
its own account in such offering, the Company will have first priority. To the extent of any remaining capacity, and in all other
cases where the Company is not selling shares in the relevant offering, the selling Holders will be subject to cutback pro rata
based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing
between Holders based on who made the demand for such offering or who is exercising piggyback rights. If the Company and all of
the selling Holders are able to include all of the shares and Registrable Securities initially requested by them to be included
in such offering, to the extent of any remaining capacity, securities for the account of other persons that the Company is obligated
to register pursuant to written contractual piggy-back registration rights with such persons may also be included in such offering.


 


Section 2.12          Lock-ups.


 


(a)           Other than as described in clause (b) below, in connection with any underwritten
offering of shares or other Registrable Securities, the Company and each Holder will agree (in the case of Holders, with respect
to Registrable Securities respectively held by them) to be bound by the underwriting agreement's lock-up restrictions (which must
apply in like manner to all of them) that are agreed to (x) by the Company, if a majority of the shares or other Registrable
Securities being sold in such offering are being sold for its account, and (y) by Holders holding a majority of Registrable
Securities being sold by all Holders, if a majority of the shares or other Registrable Securities being sold in such offering are
being sold by Holders. Other than as described in clause (b) below, pending the signing of the applicable underwriting agreement,
from the point at which a Holder receives written notice that the Company intends to pursue an underwritten registered public offering
of shares with respect to which a piggyback opportunity will apply pursuant to this Agreement and until the applicable underwriting
agreement is entered into or such offering is abandoned, each Holder agrees to be bound by the same restrictions on transfer as
were applicable under the underwriting agreement applicable to the Company's IPO.


 


(b)           At any time, each Holder shall have the right to elect to relinquish all rights under
this Article II. If any Holder makes such election, it will no longer be subject to this Section 2.12.


 


Section 2.13          Expenses. All Registration Expenses incurred
in connection with any registration statement or registered offering covering Registrable Securities held by Holders will be borne
by the Company. However, underwriters', brokers' and dealers' discounts and commissions applicable to Registrable Securities sold
for the account of a Holder will be borne by such Holder.


 



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Section 2.14           Facilitating Registrations and Offerings.


 


(a)            If the Company becomes obligated under this Agreement to facilitate a registration
and offering of Registrable Securities on behalf of Holders, the Company will do so with the same degree of care and dispatch as
would reasonably be expected in the case of a registration and offering by the Company of shares for its own account. Without limiting
this general obligation, the Company will fulfill its specific obligations as described in this Section 2.14.


 


(b)           In connection with each registration statement that is demanded by Holders or as
to which piggyback rights otherwise apply, the Company will:


 


(i)          prepare
and file with the SEC a registration statement covering the applicable Registrable Securities, file amendments thereto as warranted,
seek the effectiveness thereof, and file with the SEC prospectuses and prospectus supplements as may be required, all in consultation
with the Holders and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance
with the applicable plan of distribution;


 


(ii)         within a reasonable time prior to the filing of any registration statement, any prospectus,
any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus, provide copies
of such documents to the selling Holders and to the underwriter or underwriters of an underwritten offering, if applicable, and
to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof
as the counsel to the Holders or the underwriter or the underwriters may request; and make such of the representatives of the Company
as shall be reasonably requested by the selling Holders or any underwriter available for discussion of such documents;


 


(iii)        within a reasonable time prior to the filing of any document which is to be incorporated
by reference into a registration statement or a prospectus, provide copies of such document to counsel for the Holders and underwriters;
fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Holders or such
underwriter shall request; and make such of the representatives of the Company as shall be reasonably requested by such counsel
available for discussion of such document;


 


(iv)        use all reasonable efforts to cause each registration statement and the related prospectus
and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during
the distribution of the Registrable Securities (x) to comply in all material respects with the requirements of the Securities
Act and the rules and regulations of the SEC and (y) not to contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading;


 






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(v)         notify each Holder promptly, and, if requested by such Holder, confirm such advice
in writing, (A) when a registration statement has become effective and when any post-effective amendments and supplements
thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing
pursuant to Rule 462 of the Securities Act, (B) of the issuance by the SEC or any state securities authority of any stop order,
injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings
for that purpose, (C) if, between the effective date of a registration statement and the closing of any sale of securities
covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained
in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect
to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding
for such purpose, and (D) of the happening of any event during the period a registration statement is effective as a result
of which such registration statement or the related Prospectus contains any untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein not misleading;


 


(vi)        furnish counsel for each underwriter, if any, and for the Holders copies of any correspondence
with the SEC or any state securities authority relating to the registration statement or prospectus;


 


(vii)       otherwise use all reasonable efforts to comply with all applicable rules and regulations
of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and


 


(viii)      use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of a registration statement at the earliest possible time.


 


(c)            In connection with any non-shelf registered offering or shelf takedown that is demanded
by Holders or as to which piggyback rights otherwise apply, the Company will:


 


(i)          cooperate with the selling Holders and the sole underwriter or managing underwriter
of an underwritten offering, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable
Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations
(consistent with the provisions of the governing documents thereof) and registered in such names as the selling Holders or the
sole underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, may reasonably request
at least five days prior to any sale of such Registrable Securities;


 


(ii)         furnish to each Holder and to each underwriter, if any, participating in the relevant
offering, without charge, as many copies of the applicable prospectus, including each preliminary prospectus, and any amendment
or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities; the Company hereby consents to the use of the prospectus, including
each preliminary prospectus, by each such Holder and underwriter in connection with the offering and sale of the Registrable Securities
covered by the prospectus or the preliminary prospectus;


 



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(iii)           use all reasonable efforts to register or qualify the Registrable Securities being
offered and sold, no later than the time the applicable registration statement becomes effective, under all applicable state securities
or “blue sky" laws of such jurisdictions as each underwriter, if any, or any Holder holding Registrable Securities covered
by a registration statement, shall reasonably request; use all reasonable efforts to keep each such registration or qualification
effective during the period such registration statement is required to be kept effective; and do any and all other acts and things
which may be reasonably necessary or advisable to enable each such underwriter, if any, and each such Holder to consummate the
disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company
shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not
so qualified or to consent to be subject to general service of process (other than service of process in connection with such registration
or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction;


 


(iv)          cause all Registrable Securities being sold to be qualified for inclusion in or listed
on the Nasdaq Capital Market or any securities exchange on which Registrable Securities issued by the Company are then so qualified
or listed if so requested by the Holders, or if so requested by the underwriter or underwriters of an underwritten offering of
Registrable Securities, if any;


 


(v)           cooperate and assist in any filings required to be made with FINRA and in the performance
of any due diligence investigation by any underwriter in an underwritten offering;


 


(vi)          use all reasonable efforts to facilitate the distribution and sale of any Registrable
Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings
with and making calls to potential investors and taking such other actions as shall be requested by the Holders or the lead managing
underwriter of an underwritten offering; and


 


(vii)         enter into customary agreements (including, in the case of an underwritten offering,
underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary
form and consistent with the provisions relating to indemnification and contribution contained herein) and take all other customary
and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith:


 


(A)          make such representations and warranties to the selling Holders and the underwriters,
if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;


 



     11


     

    

 





(B)           obtain opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the lead managing underwriter, if any) addressed to
each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities
or underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;


 


(C)           obtain “cold comfort” letters and updates thereto from the Company's independent
certified public accountants addressed to the selling Holders, if permissible, and the underwriters, if any, which letters shall
be customary in form and shall cover matters of the type customarily covered in “cold comfort" letters to underwriters
in connection with primary underwritten offerings; and


 


(D)           to the extent requested and customary for the relevant transaction, enter into a
securities sales agreement with the Holders providing for, among other things, the appointment of an agent for the selling Holders
for the purpose of soliciting purchases of Registrable Securities, which agreement shall be customary in form, substance and scope
and shall contain customary representations, warranties and covenants.


 


The above shall be done at such times as customarily occur in
similar registered offerings or shelf takedowns.


 


(d)           In connection with each registration and offering of Registrable Securities to be
sold by Holders, the Company will, in accordance with customary practice, make available for inspection by representatives of the
Holders and underwriters and any counsel or accountant retained by such Holder or underwriters all relevant financial and other
records, pertinent corporate documents and properties of the Company and cause appropriate officers, managers and employees of
the Company to supply all information reasonably requested by any such representative, underwriter, counsel or accountant in connection
with their due diligence exercise.


 


(e)            Each Holder that holds Registrable Securities covered by any registration statement
will furnish to the Company such information regarding itself as is required to be included in the registration statement, the
ownership of Registrable Securities by such Holder and the proposed distribution by such Holder of such Registrable Securities
as the Company may from time to time reasonably request in writing.


 



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Article
III


 


INDEMNIFICATION


 


Section 3.1             Indemnification by the Company. In the
event of any registration of any Registrable Securities of the Company under the Securities Act pursuant to Article II, the Company
hereby indemnifies and agrees to hold harmless, to the fullest extent permitted by Law, each Holder who sells Registrable Securities
covered by such registration statement, each Affiliate of such Holder and their respective directors and officers or general and
limited partners (and the directors, officers, employees, Affiliates and controlling Persons of any of the foregoing), each other
Person who participates as an underwriter in the offering or sale of such Registrable Securities and each other Person, if any,
who controls such Holder or any such underwriter within the meaning of the Securities Act (each, and “Indemnified Party”
and collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint
or several, and reasonable and documented expenses to which such Indemnified Party may become subject under the Securities Act,
common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof,
whether or not such Indemnified Party is a party thereto) arise out of or are based upon: (a) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered
under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto,
or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents
filed under the Exchange Act and any document incorporated by reference therein) or related document or report; (b) any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, in the case of a prospectus, in the light of the circumstances when they were made; or (c) any violation or
alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable
to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure
document or related document or report, and the Company will reimburse such Indemnified Party for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided
that the Company will not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in such registration statement, in any such preliminary, final or summary
prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to
such Indemnified Party furnished to the Company by such Indemnified Party expressly for use in the preparation thereof. Such indemnity
will remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party
and will survive the Transfer of such Registrable Securities by such Holder or any termination of this Agreement.


 


Section 3.2             Indemnification by the Holders and Underwriters.
The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance
with Article II, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable
Securities or any prospective underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth
in Section 3.1) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective
Affiliates, directors, officers and controlling Persons, with respect to any untrue statement in or omission from such registration
statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement
or omission was made in reliance upon and in conformity with written information with respect to such Holder or underwriter furnished
to the Company by such Holder or underwriter expressly for use in the preparation of such registration statement, preliminary,
final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such
indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the
Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such
Registrable Securities by such Holder. In no event shall the liability of any selling Holder of Registrable Securities hereunder
be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 



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Section 3.3            Notices of Claims, Etc.. Promptly after
receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which
a claim for indemnification may be made pursuant to this Article III, such Indemnified Party will, if a claim in respect thereof
is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided
that the failure of the Indemnified Party to give notice as provided herein will not relieve the indemnifying party of its obligations
under Section 3.1 or 3.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice.
In case any such action is brought against an Indemnified Party, unless in such Indemnified Party's reasonable judgment a conflict
of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be
entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel selected by the Holders of at least a majority of the Registrable Securities included in
the relevant registration, and after notice from the indemnifying party to such Indemnified Party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If, in such Indemnified
Party's reasonable judgment, having common counsel would result in a conflict of interest between the interests of such indemnified
and indemnifying parties, then such Indemnified Party may employ separate counsel reasonably acceptable to the indemnifying party
to represent or defend such Indemnified Party in such action, it being understood, however, that the indemnifying party will not
be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified
Parties (and not more than one separate firm of local counsel at any time for all such Indemnified Parties) in such action. No
indemnifying party will consent to entry of any judgment or enter into any settlement which 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 of such
claim or litigation.


 


Section 3.4             Contribution. If the indemnification
provided for hereunder from the indemnifying party is unavailable to an Indemnified Party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to herein for reasons other than those described in the proviso in the first sentence
of Section 3.1, then the indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid
or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and Indemnified Parties in connection with the actions which
resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and Indemnified Parties 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, has been made by, or relates to information supplied by, such indemnifying party or Indemnified Parties,
and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount
paid or payable by a party under this Section 3.4 as a result of the losses, claims, damages, liabilities and expenses referred
to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater
in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities giving
rise to such contribution obligation.


 



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The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 3.4 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 the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


Section 3.5            Non-Exclusivity. The obligations of the
parties under this Article III will be in addition to any liability which any party may otherwise have to any other party.


 


Article
IV


 


OTHER


 


Section 4.1            Notices. Any notice, request, instruction
or other document to be given hereunder by any party hereto to another party hereto shall be in writing and shall be deemed given
(a) when delivered personally, (b) five (5) Business Days after being sent by certified or registered mail, postage
prepaid, return receipt requested, (c) one (1) Business Day after being sent by Federal Express or other nationally recognized
overnight courier, or (d) if transmitted by facsimile, if confirmed within 24 hours thereafter by a signed original sent
in the manner provided in clause (a), (b) or (c) to parties at the following addresses (or at such other address
for a party as shall be specified by prior written notice from such party):


 


if to the Company:


 


M I Acquisitions, Inc. 


19 West 44th Street, Suite 1416 


New York, New York 10036 


Email: tpriore@pps.io 


Attn: Thomas C. Priore


 


with copy (which
shall not constitute notice) to:


 


Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Email: michael.gilligan@srz.com

Attn: Michael E. Gilligan


 



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if to TCP or PIEH:


 


19 West 44th Street, Suite 1416 


New York, New York 10036 


Email: tpriore@pps.io 


Attn: Thomas C. Priore


 


with copy (which
shall not constitute notice) to:


 


Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Email: michael.gilligan@srz.com

Attn: Michael E. Gilligan


 


if to any Individual, as set forth on Schedule
A.


 


Section 4.2             Assignment. Neither the Company nor any
Holder shall assign all or any part of this Agreement without the prior written consent of the Company; provided, however,
that any Holder may assign its respective rights and obligations under this Agreement in whole or in part to any of its respective
Affiliates without the consent of any other party. Except as otherwise provided herein, this Agreement will inure to the benefit
of and be binding on the parties hereto and their respective successors and permitted assigns. Any PIH Holder that is not an Individual
may agree to become a party to this Agreement at any time after the date hereof and such PIH Holder shall thereafter be deemed
to be an Individual for all purposes under this Agreement.


 


Section 4.3             Amendments; Waiver. This Agreement may
be amended, supplemented or otherwise modified, or any provision waived, only by a written instrument executed by the Company and
the Holders holding a majority of the Registrable Securities subject to this Agreement; provided that no such amendment,
supplement or other modification or waiver shall adversely affect the economic interests of any Holder hereunder, or increase the
obligations of any Holder, disproportionately to other Holders without the written consent of such Holder. For the avoidance of
doubt, no consent pursuant to this Section 4.3 shall be required in connection with any amendment or revision to Schedule A unless
such amendment or revision is to remove a Holder from such schedule at a time when such Holder would otherwise be entitled to registration
rights herein. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing
and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement,
including without limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver by the party
taking such action of compliance with any covenants or agreements contained herein. The waiver by any party hereto of a breach
of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.


 



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Section 4.4            Third Parties. This Agreement does not
create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party
beneficiary hereto.


 


Section 4.5            Rule 144. For so long as the Company
is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants that it will file any reports
required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is subject to the requirements of
Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any Holder,
make publicly available such information), and it will take such further action as any Holder may reasonably request so as to enable
such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC, in each case, only to the extent such sales would be permitted under all applicable lock-ups. Upon
the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such
requirements.


 


Section 4.6             In-Kind Distributions. If any Holder
seeks to effectuate an in-kind distribution of all or part of its Registrable Securities to its direct or indirect equityholders,
the Company will, only to the extent such in-kind distribution would be permitted under all applicable lock-ups, cooperate with
such Holder and the Company's transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such
Holder, as well as any resales by such transferees under a shelf registration statement covering such distributed Registrable Securities.


 


Section 4.7             Governing Law. This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts formed and
to be performed entirely within the State of New York, without regard to the conflicts of law principles thereof, to the extent
such principles would require or permit the applicable of the laws of another jurisdiction.


 


Section 4.8             CONSENT TO JURISDICTION. EACH OF THE
PARTIES HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK AND IRREVOCABLY
AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF VIA OVERNIGHT
COURIER, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE FOURTEEN CALENDAR DAYS AFTER
SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS,
SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS,
SUITS OR PROCEEDINGS AGAINST THE OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY
APPLICABLE LAW.


 



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Section 4.9             MUTUAL WAIVER OF JURY TRIAL. THE PARTIES
HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER
THIS AGREEMENT.


 


Section 4.10           Specific Performance. Each of the parties
hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would
be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to
which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.


 


Section 4.11           Entire Agreement. This Agreement sets
forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations,
warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This
Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.


 


Section 4.12           Severability. If one or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph,
word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or
sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by Law.


 


Section 4.13           Counterparts. This Agreement may be executed
in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one
and the same instrument.


 


Section 4.14           Effectiveness. This Agreement shall become
effective, as to any Holder, as of the date signed by the Company and countersigned by such Holder.


 


[Remainder of Page Intentionally Left
Blank]


 






     18


     

    

  


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


 





	 	COMPANY:
	 	 
	 	M I ACQUISITIONS, INC.
	 	 
	 	By:	 	/s/ Joshua Sason
	 	Name:	Joshua Sason
	 	Title:	Chief Executive Officer







 


[Signature Page
to Registration Rights Agreement] 


 



     


     

    

 





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


 





	 	By:	 	/s/ Thomas C. Priore
	 	Name:	Thomas C. Priore







 


[Signature Page
to Registration Rights Agreement]  





 



     


     

    
 


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


 





	 	PRIORITY INCENTIVE EQUITY HOLDINGS, LLC
	 	 
	 	By:  Priority Investment Holdings LLC, its Manager
	 	 	 
	 	By:	 	/s/ Thomas C. Priore
	 	Name:	Thomas C. Priore
	 	Title:	Managing Member







 


[Signature Page
to Registration Rights Agreement] 


 



     


     

    

 





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


 





	
	 	AESV CREDITCARD CONSULTING LLC
	 	 
	 	By:	 	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	Manager







 


[Signature Page
to Registration Rights Agreement] 


 






     


     

    

  


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


 





	 	By:	 	/s/ Bruce Mattox
	 	Name:	Bruce Mattox







  


[Signature
Page to Registration Rights Agreement]


 






     


     

    

 


 


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


 





	 	By:	 	/s/ David McMiller
	 	Name:	David McMiller







  


[Signature
Page to Registration Rights Agreement]


 






     


     

    

 





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


 





	 	By:	 	/s/ Sean Kiewiet
	 	Name:	Sean Kiewiet







  


[Signature
Page to Registration Rights Agreement]


 






     


     

    

 


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


 





	 	By:	 	/s/ Tom Liney
	 	Name:	Tom Liney







  


[Signature
Page to Registration Rights Agreement]


 






     


     

    

 


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


 





	 	By:	 	/s/ Ranjana Ram
	 	Name:	Ranjana Ram







  


[Signature
Page to Registration Rights Agreement]


 






     


     

    

 


Schedule A


 


Individuals


 


	1.	AESV Creditcard Consulting LLC



 


	2.	Bruce Mattox



 


	3.	David McMiller



 


	4.	Sean Kiewiet



 


	5.	Tom Liney



 


	6.	Ranjana Ram