Exhibit 10.7


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made as of [●], 2021 by and among Loyalty Ventures
Inc., a Delaware corporation (the “Company”) and Alliance Data Systems Corporation, a Delaware corporation (“ADS”).


 


RECITALS


 


WHEREAS,
the Holders collectively beneficially own an aggregate number of shares of Common Stock (as defined below) representing approximately
19% of the outstanding shares of Common Stock as of the date hereof; and


 


WHEREAS, the Parties desire to enter into an agreement
to provide for certain rights and obligations associated with ADS’ Common Stock ownership.


 


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


 


Article I

Definitions


 


For purposes of this Agreement, the following terms
have the meanings indicated:


 


“Additional
Piggyback Rights” has the meaning set forth in ‎Section 2.2(b).


 


“ADS” has the meaning set forth
in the preamble to this Agreement.


 


“Affiliate” means with respect
to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
specified Person, where “control” means the possession, directly or indirectly, of the power to direct the management and
policies of a Person whether through the ownership of voting securities, contract or otherwise.


 


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


 


“Automatic
Shelf Registration Statement” has the meaning set forth in ‎Section 2.1(a)(i).


 


“beneficial ownership” and related
terms such as “beneficially owned” or “beneficial owner” have the meaning given such terms in Rule 13d-3
under the Exchange Act and a Person’s beneficial ownership of Capital Stock shall be calculated in accordance with the provisions
of such rule.


 


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


 






     


     


    

 


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


 


“Business Day” means any day
other than a day on which the SEC is closed.


 


“Capital Stock” means any and
all shares of common stock, preferred stock or other forms of equity authorized and issued by the Company (however designated, whether
voting or non-voting) and any instruments convertible into or exercisable or exchangeable for any of the foregoing (including any options
or swaps).


 


“Claims”
has the meaning set forth in ‎Section 2.8(a)(i).


 


“Common Stock” means the common
stock, par value $0.01 per share, of the Company and any and all securities of any kind whatsoever of the Company which may be issued
after the date of this Agreement in respect of, or in exchange for, such shares of common stock of the Company pursuant to a merger, consolidation,
stock split, stock dividend or recapitalization of the Company or otherwise.


 


“Common Stock Equivalents” means
(a) all securities directly or indirectly convertible into, or exchangeable or exercisable for (at any time or upon the occurrence
of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), shares of
Common Stock, (b) all securities of the Company with voting rights or rights to appoint or designate for nomination individuals to
the Board and (c) all securities that cannot be purchased or otherwise acquired unless purchased or otherwise acquired with any of
the securities referenced in clause (a) or (b).


 


“Company” has the meaning set
forth in the preamble to this Agreement.


 


“Demand
Registration” has the meaning set forth in ‎Section 2.1(a)(i).


 


“Demand
Registration Request” has the meaning set forth in ‎Section 2.1(a)(i).


 


“Disclosure Package” means,
with respect to any offering of Registrable Securities, (i) the preliminary Prospectus, (ii) each Free Writing Prospectus, and
(iii) all other information, in each case, that is deemed, under Rule 159 under the Securities Act, to have been conveyed to
purchasers of Registrable Securities at the time of sale of such securities.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.


 






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“Expenses”
means any and all fees and expenses incident to the Company’s performance of or compliance with ‎Article II, including,
without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the
inclusion of securities on Nasdaq or on any other securities market on which the Common Stock is listed or quoted; (ii) fees and
expenses of compliance with state securities or “blue sky” laws of any state or jurisdiction of the United States or compliance
with the securities laws of foreign jurisdictions and in connection with the preparation of a “blue sky” survey, including,
without limitation, reasonable fees and expenses of outside “blue sky” counsel and securities counsel in foreign jurisdictions;
(iii) printing and copying expenses; (iv) messenger and delivery expenses; (v) expenses incurred in connection with any
road show; (vi) fees and disbursements of counsel for the Company; (vii) with respect to each registration or underwritten offering,
the reasonable fees and disbursements of one counsel for the Holders, together with any local counsel, up to an aggregate amount of $100,000
per offering; (viii) fees and disbursements of its registered independent public accounting firm (including the expenses of any audit
and/or “comfort” letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by
the Company; (ix) fees and expenses of any transfer agent or custodian; and (x) expenses for securities law liability insurance
and, if any, rating agency fees. For the avoidance of doubt, Expenses shall not include the amounts specified in ‎Section 2.5(b)(y) or
the fees or expenses of any underwriters’ counsel.


 


“FINRA” means the Financial
Industry Regulatory Authority, Inc. or any successor regulatory organization.


 


“Free Writing Prospectus” means
any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act relating to the Registrable
Securities included in the applicable Registration Statement that has been approved for use by the Company.


 


“Governmental Authority” means
any federal, national, foreign, supranational, state, provincial, county, local or other government, governmental, regulatory or administrative
authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction.


 


“Holders” means ADS, together
with each transferee of ADS that acquires Registrable Securities from ADS other than pursuant to a registered offering or Rule 144
(but only for so long as such transferee holds Registrable Securities), and their respective successors and permitted assigns, in each
case provided such Person executes a joinder to this Agreement in form and substance reasonably satisfactory to the Company.


 


“issuer
free writing prospectus” has the meaning set forth in ‎Section 2.9.


 


“Law” means any U.S. or non-U.S.
federal, state, local, national, supranational, foreign or administrative law (including common law), statute, ordinance, regulation,
requirement, regulatory interpretation, rule, code or Order.


 


“Nasdaq” means the Nasdaq Stock
Market LLC.


 


“Order” means any order (temporary
or otherwise), judgment, injunction, award, decision, determination, stipulation, ruling, subpoena, writ, decree or verdict entered by
or with any Governmental Authority.


 


“Party” and “Parties”
means the parties to this Agreement.


 






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“Person” means any individual,
corporation, partnership, limited partnership, limited liability company, joint venture, syndicate, person (as defined in Section 13(d)(3) of
the Exchange Act), trust, association, entity, Governmental Authority or other organization of any kind.


 


“Piggyback
Request” has the meaning set forth in ‎Section 2.2(a).


 


“Piggyback
Shares” has the meaning set forth in ‎Section 2.3(a)(iii).


 


“Postponement
Period” has the meaning set forth in ‎Section 2.1(b).


 


“Prospectus” means the prospectus
included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference, or deemed to be incorporated by reference, into such prospectus.


 


“Public Offering” means an underwritten
public offering of the Shares pursuant to an effective Registration Statement, other than (i) pursuant to a Registration Statement
on Form S-4 or Form S-8 or any similar or successor form under the Securities Act or (ii) in connection with an offering
of subscription rights.


 


“Qualified Independent Underwriter”
means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.


 


“Registrable Securities” means
(a) any Shares held by the Holders at any time (including those held as a result of, or issuable upon, the conversion or exercise
of Common Stock Equivalents), whether now owned or acquired by the Holders at a later time, (b) any Shares issued or issuable, directly
or indirectly, in exchange for or with respect to the Shares referenced in clause (a) above by way of stock dividend, stock split
or combination of Shares or in connection with a reclassification, recapitalization, merger, share exchange, consolidation or other reorganization
and (c) any securities issued in replacement of or exchange for any securities described in clause (a) or (b) above. As
to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a Registration Statement
with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have
been disposed of in accordance with such Registration Statement or (B) such securities shall have been sold (other than in a privately
negotiated sale) in compliance with the requirements of Rule 144 under the Securities Act, as such Rule 144 may be amended (or
any successor provision thereto).


 


“Registration Statement” means
a registration statement of the Company on an appropriate form under the Securities Act filed with the SEC covering the resale of Registrable
Securities, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments,
all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such Registration Statement.


 


“Resale
Shelf Registration” has meaning set forth in ‎Section 2.1(e).


 






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“Rule 144” means Rule 144
under the Securities Act or any replacement or successor rule promulgated under the Securities Act.


 





“SEC” means the United States
Securities and Exchange Commission.


 


“Section 2.3(a) Sale
Number” has the meaning set forth in ‎Section 2.3(a).


 


“Section 2.3(b) Sale
Number” has the meaning set forth in ‎Section 2.3(b).


 


“Section 2.3(c) Sale
Number” has the meaning set forth in ‎Section 2.3(c).


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.


 


“Shares” means shares of Common
Stock of the Company and any and all securities of any kind whatsoever of the Company which may be issued in respect of, or in exchange
for, such shares of common stock of the Company pursuant to a merger, consolidation, stock split, stock dividend or recapitalization of
the Company or otherwise.


 


“Shelf
Registrable Securities” has the meaning set forth in ‎Section 2.1(f).


 


“Shelf
Registration Statement” has the meaning set forth in ‎Section 2.1(f).


 


“Shelf
Underwriting” has the meaning set forth in ‎Section 2.1(f).


 


“Shelf
Underwriting Request” has the meaning set forth in ‎Section 2.1(f).


 


“Short-Form Registration”
has the meaning set forth in ‎Section 2.1(a)(i).


 


“Valid
Business Reason” has the meaning set forth in ‎Section 2.1(b).


 


“WKSI”
has the meaning set forth in ‎Section 2.1(a)(i).


 


Article II

Registration Rights


 


Section 2.1.     Demand
Registration.


 


(a)            (i) Subject
to Sections ‎2.1(b) and ‎2.3, the Holders shall have the right to require the Company to file one or more Registration
Statements covering all or any part of its Registrable Securities by delivering a written request therefor to the Company specifying the
number of Registrable Securities to be included in such registration and the intended method of distribution therefor (a “Demand
Registration Request”). The registration so requested is referred to herein as a “Demand Registration”. Any
Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including Form S-1
or on Form S-3 or any similar short-form registration available to the Company, including a Shelf Registration Statement (as defined
below) and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”),
an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration
Statement”) (each, a “Short-Form Registration”). Demand Registrations will be Short-Form Registrations
whenever the Company is permitted to use any applicable short form.


 






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(ii)            The
Company, subject to Sections ‎2.3 and ‎2.6, shall include in a Demand Registration the Registrable
Securities of the Holders.


 


(iii)            The
Company shall, subject to ‎Section 2.1(b), use its commercially reasonable efforts to (x) no later than (A) thirty
(30) days following receipt of a Demand Registration Request for a Short-Form Registration and (B) forty-five (45) days following
receipt of a Demand Registration Request for a registration that is not a Short-Form Registration, file with the SEC a Registration
Statement for the registration under the Securities Act (including, without limitation, by means of a Shelf Registration Statement, as
defined below, if so requested and if the Company is then eligible to use such a registration) of the Registrable Securities which the
Company has been so requested to register, for distribution in accordance with such intended method of distribution, (y) once filed,
cause such Registration Statement to be declared effective as soon as practicable following the filing and (z) if requested by the
Holders, obtain acceleration of the effective date of the Registration Statement relating to such registration.


 


(b)            Notwithstanding
anything to the contrary in ‎Section 2.1(a), the Demand Registration rights granted in ‎Section 2.1(a) are
subject to the following limitations: (i) the Company shall not be required to effect more than five (5) total Demand Registrations
and Shelf Underwritings (as defined below) in the aggregate during the term of this Agreement or more than one Demand Registration (which
shall be deemed to include for these purposes any Shelf Underwriting, which are subject to this ‎Section 2.1(b) mutatis
mutandis) in any one hundred twenty (120)-day period (it being understood that a registration pursuant to a Piggyback Request (as
defined below) by the Holders shall not constitute a Demand Registration for the purposes of this ‎Section 2.1(b)); (ii) each
registration in respect of a Demand Registration Request made by the Holders must include, in the aggregate, net of underwriting discounts
and commissions (based on the Common Stock included in such registration by all holders participating in such registration), shares of
Common Stock having an aggregate market value of at least $35,000,000 (or a lesser amount if the Registrable Securities requested by the
Holders to be included in such Demand Registration constitute all of the Registrable Securities held by all Holders); and (iii) if
the Board, in its good faith judgment, after consultation with outside counsel to the Company, determines that any registration of Registrable
Securities should not be made or continued because it would require the Company to disclose material non-public information which, (A) would
be required to be made in any report or Registration Statement filed with the SEC by the Company so that such report or Registration Statement
would not be materially misleading, (B) would not be required to be made at such time but for the filing, effectiveness or continued
use of such report or Registration Statement and (C) the Company disclosing publicly would adversely affect any financing, acquisition,
merger or other material transaction or event involving the Company or otherwise have a material adverse effect on the Company (in each
case, a “Valid Business Reason”), then (x) the Company may postpone filing a Registration Statement relating to
a Demand Registration Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for
more than ninety (90) days after the date the Board determines a Valid Business Reason exists and (y) in case a Registration Statement
has been filed relating to a Demand Registration Request, the Company may, to the extent determined in the good faith judgment of the
Board to be reasonably necessary to avoid interference with any of the transactions described above, cause such Registration Statement
to be withdrawn and its effectiveness terminated or suspend the use of such Registration Statement by the Holders or may postpone amending
or supplementing such Registration Statement until five (5) Business Days after such Valid Business Reason no longer exists, but
in no event for more than ninety (90) days after the date the Board determines a Valid Business Reason exists (such period of suspension,
postponement or withdrawal under this clause (iii), the “Postponement Period”). The Company shall give written notice
of its determination to suspend, postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such
postponement or withdrawal no longer exists, together with a certificate of such determination signed by the Chief Executive Officer or
Chief Financial Officer of the Company, in each case, promptly after the occurrence thereof; provided, that the Company shall not
be permitted to suspend, postpone or withdraw a Registration Statement for more than an aggregate of ninety (90) days in any twelve (12)-month
period.


 






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If
the Company shall give any notice of suspension, postponement or withdrawal of any Registration Statement pursuant to clause (b)(iii) above,
the Company shall not, during the Postponement Period, register any Common Stock, other than pursuant to a Registration Statement on Form S-4
or S-8 (or an equivalent registration form then in effect). The Holders agree that, upon receipt of any notice from the Company that the
Company has determined to suspend, withdraw, terminate or postpone amending or supplementing any Registration Statement pursuant to clause
(b)(iii) above, the Holders will discontinue its disposition of Registrable Securities pursuant to such Registration Statement. If
the Company shall have withdrawn or prematurely terminated a Registration Statement filed under ‎Section 2.1(a)(i) (whether
pursuant to clause (b)(iii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this
Agreement until the Company shall have filed a new Registration Statement covering the Registrable Securities covered by the withdrawn
or terminated Registration Statement and such Registration Statement shall have been declared effective and shall not have been withdrawn.
If the Company shall give any notice of suspension, withdrawal or postponement of a Registration Statement, the Company shall, not later
than five (5) Business Days after the Valid Business Reason that caused such suspension, withdrawal or postponement no longer exists
(but in no event later than forty-five (45) days after the date of the suspension, postponement or withdrawal), use its commercially reasonable
efforts to effect the registration under the Securities Act of the Registrable Securities covered by the suspended, withdrawn or postponed
Registration Statement in accordance with this ‎Section 2.1 (unless
the Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration
for the purposes of this Agreement).


 


(c)            In
connection with any Demand Registration, the Holders shall have the right to designate the lead managing underwriter in connection with
any underwritten offering pursuant to such registration.


 


(d)            The
obligation to effect a Demand Registration as described in this ‎Section 2.1 shall be deemed satisfied only when a Registration
Statement covering the applicable Registrable Securities shall have become effective (unless, after effectiveness, the Registration Statement
becomes subject to any stop order, injunction or other order of the SEC or other governmental agency, in which case the obligation shall
not be deemed satisfied) and, if the method of disposition is a firm commitment underwritten Public Offering, all such Registrable Securities
(less any reduced pursuant to ‎Section 2.3) have been sold pursuant thereto. Any request for a Demand Registration shall
not count against the limitations on the number of Demand Registrations required to be effected set forth in ‎Section 2.1(b) unless
the obligation to effect such Demand Registration is deemed satisfied.


 






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(e)            If
requested in writing by the Holders of a majority of all of the Registrable Securities, the Company shall prepare, file with the SEC and
use commercially reasonable efforts to have effective as promptly as practicable following the date of such request a Registration Statement
for the sale or distribution by the Holders of all of the Registrable Securities held by the Holders on a delayed or continuous basis
pursuant to Rule 415 of the Securities Act, including by way of an underwritten offering, block sale or other distribution plan (the
 “Resale Shelf Registration”), to be filed and declared effective under the Securities Act, and, if the Company is a
WKSI at the time of such Resale Shelf Registration, to cause such Resale Shelf Registration to be an Automatic Shelf Registration Statement,
and once effective, the Company shall use commercially reasonable efforts to cause the Resale Shelf Registration to remain effective (including
by filing a new Resale Shelf Registration, if necessary) for a period ending on the earliest of (i) the date on which all Registrable
Securities included in such registration have been sold or distributed pursuant to the Resale Shelf Registration, (ii) the date as
of which there are no longer in existence any Registrable Securities covered by the Resale Shelf Registration and (iii) an earlier
date agreed to in writing by the Company and the Holders. For the avoidance of doubt, nothing set forth herein shall require the Company
to file the Resale Shelf Registration or to keep effective the Resale Shelf Registration at any time during which the Company is ineligible
to use any applicable short-form registration; provided, that at such time, the Company shall use its commercially reasonable efforts
to become and remain qualified to use Short-Form Registrations and, upon the request of the Holders pursuant to this ‎Article II,
the Company shall prepare and file with the SEC a Registration Statement or Registration Statements on such form that is available for
the sale of the Registrable Securities that were to be otherwise sold or distributed under such Resale Shelf Registration.


 


(f)            In
the event that the Company files a shelf Registration Statement under Rule 415 of the Securities Act whether pursuant to a Demand
Registration Request or the Resale Shelf Registration and such registration becomes effective (such Registration Statement, a “Shelf
Registration Statement”), the Holders shall have the right at any time or from time to time to elect to sell pursuant to an
underwritten offering Registrable Securities available for sale pursuant to such Registration Statement (“Shelf Registrable Securities”),
so long as the Shelf Registration Statement remains in effect and only if the method of distribution set forth in the Shelf Registration
Statement allows for sales pursuant to an underwritten offering. The Holders shall make such election by delivering to the Company a written
request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf
Registrable Securities that the Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”).
The Company, subject to Sections ‎2.3 and ‎2.6, shall include in such Shelf Underwriting the Shelf Registrable Securities
of the Holders. The Company shall, as expeditiously as possible (and in any event within ten (10) days after the receipt of a Shelf
Underwriting Request), but subject to ‎Section 2.1(b), which shall apply mutatis mutandis to any Shelf Underwriting,
use its commercially reasonable efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if the Holders wish to engage
in a Block Trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down
from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, (A) the Holders need to
notify the Company of the Block Trade Shelf Underwriting no later than 2:00 p.m. Eastern time five (5) Business Days prior to
the day such offering is targeted to commence and (B) the Company shall as expeditiously as possible use its commercially reasonable
efforts to facilitate such shelf offering (which may close as early as three (3) Business Days after the date it commences); provided,
that the Holders shall use commercially reasonable efforts to work with the Company and the 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.
For the avoidance of doubt, any party holding Additional Piggyback Rights (as defined below) shall not be entitled to receive notice of,
or to elect to participate in, a Block Trade or any Shelf Registration Statement or Prospectus to be used in connection with such Block
Trade. The Company shall, at the request of the Holders, file any Prospectus supplement or, if the applicable Shelf Registration Statement
is an Automatic Shelf Registration Statement, any post-effective amendments and otherwise take any action necessary to include therein
all disclosure and language reasonably deemed necessary or advisable by the Holders to effect such Shelf Underwriting, subject to ‎Section 2.1(b).
Notwithstanding anything to the contrary in this ‎Section 2.1(f), each Shelf Underwriting must include, in the aggregate,
net of underwriting discounts and commissions (based on the Common Stock included in such Shelf Underwriting by all participants in such
Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $35,000,000 (or a lesser amount if the Registrable
Securities of the Holders to be included in such Shelf Underwriting constitute all of the Registrable Securities held by all Holders).


 






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Section 2.2.     Piggyback
Registration.


 


(a)            If
the Company proposes or is required to register any of its equity securities for its own account or for the account of any other stockholder
under the Securities Act (other than pursuant to (i) a Shelf Underwriting (which shall be governed by ‎Section 2.1
hereof) or (ii) registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give prompt
written notice of its intention to do so to the Holders, at least five (5) Business Days prior to the filing of any Registration
Statement under the Securities Act. Upon the written request of the Holders (a “Piggyback Request”), made within three
(3) Business Days following the receipt of any such written notice (which request shall specify the maximum number of Registrable
Securities intended to be disposed of by the Holders and the intended method of distribution thereof), the Company shall, subject to ‎Sections
2.2(c), ‎2.3 and ‎2.6 hereof, use its commercially reasonable efforts to cause all such Registrable Securities,
the holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities that the
Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method
of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective
amendment or a supplement to the Registration Statement filed by the Company or the Prospectus related thereto. There is no limitation
on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration
of Registrable Securities effected under this ‎Section 2.2(a) shall relieve the Company of its obligations to effect
Demand Registrations under ‎Section 2.1 hereof.


 


(b)            The
Company, subject to Sections ‎2.3 and ‎2.6, may elect to include in any Registration Statement and offering pursuant
to Demand Registration rights by any Holders, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by
the Company as treasury shares and (ii) with the prior written consent, which shall not be unreasonably withheld or delayed, of the
Holders in the case of a registration pursuant to ‎Section 2.1, any other shares of Common Stock which are requested to
be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof
and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional
Piggyback Rights”); provided, that with respect to any underwritten offering, such inclusion shall be permitted only
to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by
the Holders.


 


(c)            If,
at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the Registration
Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration
of such equity securities, the Company may, at its election, give written notice of such determination to the Holders and (i) in
the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection
with such abandoned registration, without prejudice, however, to the rights of the Holders under ‎Section 2.1 and (ii) in
the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such
Registrable Securities for the same period as the delay in registering such other equity securities.


 






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(d)            The
Holders shall have the right to withdraw their request for inclusion of their Registrable Securities in any Registration Statement pursuant
to this ‎Section 2.2 by giving written notice to the Company of its request to withdraw; provided, that such request must
be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with
respect to such registration.


 


(e)            Notwithstanding
anything contained herein to the contrary, the Company shall, at the request of the Holders, file any Prospectus supplement or post-effective
amendments, or include in the initial Registration Statement any disclosure or language, or include in any Prospectus supplement or post-effective
amendment any disclosure or language reasonably deemed necessary or advisable by the Holders.


 


Section 2.3.    Allocation
of Securities Included in Registration Statement.


 


(a)            If
any requested registration made pursuant to ‎Section 2.1 (including a Shelf Underwriting) involves an underwritten offering
and the managing underwriter of such offering shall advise the Company that, in its view, the number of securities requested to be included
in such underwritten offering by the Holders, the Company or any other Persons exercising Additional Piggyback Rights exceeds the largest
number (the “‎Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten
offering within a price range acceptable to the Holders, the Company shall use its commercially reasonable efforts to include in such
underwritten offering:


 


(i)            first,
all Registrable Securities requested to be included in such underwritten offering by the Holders; provided, that if the number
of such Registrable Securities exceeds the ‎Section 2.3(a) Sale Number, the number of such Registrable Securities
(not to exceed the ‎Section 2.3(a) Sale Number) to be included in such underwritten offering shall be allocated
on a pro rata basis among the Holders, based on the number of Registrable Securities then owned by each such Holder requesting inclusion
in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion;


 


(ii)            second,
to the extent that the number of Registrable Securities to be included pursuant to clause ‎(i) of this ‎Section 2.3(a) is
less than the ‎Section 2.3(a) Sale Number, any securities that the Company proposes to register; provided,
that the number of such securities when aggregated with that number of Registrable Securities to be included pursuant to clause ‎(i) totals
no more than the ‎Section 2.3(a) Sale Number; and


 


(iii)            third,
to the extent that the number of Registrable Securities to be included pursuant to clauses ‎(i) and ‎(ii) of
this ‎Section 2.3(a) is less than the ‎Section 2.3(a) Sale Number, the remaining
Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting
that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights (“Piggyback
Shares”), based on the number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate
number of Piggyback Shares owned by all Persons requesting inclusion; provided, that the number of such securities when aggregated
with that number of Registrable Securities to be included pursuant to clauses ‎(i) and ‎(ii) totals
no more than the ‎Section 2.3(a) Sale Number.


 






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(b)            If
any registration or offering made pursuant to ‎Section 2.2 involves an underwritten primary offering on behalf of the
Company and the managing underwriter shall advise the Company that, in its view, the number of securities requested to be included in
such underwritten offering by the Holders, the Company or any other Persons exercising Additional Piggyback Rights exceeds the largest
number (the “‎Section 2.3(b) Sale Number”) that can be sold in an orderly manner in such underwritten
offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:


 


(i)            first,
all equity securities that the Company proposes to register for its own account;


 


(ii)            second,
to the extent that the number of Registrable Securities to be included pursuant to clause ‎(i) of this ‎Section 2.3(b) is
less than the ‎Section 2.3(b) Sale Number, the remaining Registrable Securities to be included in such underwritten
offering shall be allocated on a pro rata basis among the Holders, based on the number of Registrable Securities then owned by each such
holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all such Holders requesting inclusion;
provided, that the number of such remaining Registrable Securities when aggregated with that number of equity securities to be
included pursuant to clause ‎(i) totals no more than the ‎Section 2.3(b) Sale Number;
and


 


(iii)            third,
to the extent that the number of Registrable Securities to be included pursuant to clauses ‎(i) and ‎(ii) of
this ‎Section 2.3(b) is less than the ‎Section 2.3(b) Sale Number, the remaining
Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting
that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the number
of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all
Persons requesting inclusion; provided, that the number of such securities when aggregated with that number of Registrable Securities
to be included pursuant to clauses (i) and (ii) totals no more than the ‎Section 2.3(b) Sale Number.


 


(c)            If
any registration pursuant to ‎Section 2.2 involves an underwritten offering that was initially requested by any Person(s) requesting
that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights and the managing underwriter
shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering exceeds the
number (the “‎Section 2.3(c) Sale Number”) that can be sold in an orderly manner in such underwritten
offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:


 






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(i)            first,
the shares requested to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting
that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the aggregate
number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned
by all such Persons requesting inclusion, up to the ‎Section 2.3(c) Sale Number;


 


(ii)            second,
to the extent that the number of Piggyback Shares to be included pursuant to clause ‎(i) of this ‎Section 2.3(c) is
less than the ‎Section 2.3(c) Sale Number, the remaining Registrable Securities to be included in such underwritten
offering shall be allocated on a pro rata basis among the Holders requesting that Registrable Securities be included in such underwritten
offering pursuant to the exercise of piggyback rights pursuant to ‎Section 2.2, based on the aggregate number of
Registrable Securities then owned by each Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned
by all such Holders requesting inclusion, up to the ‎Section 2.3(c) Sale Number; provided, that the
number of such securities when aggregated with that number of Registrable Securities to be included pursuant to clause ‎(i) totals
no more than the ‎Section 2.3(c) Sale Number; and


 


(iii)            third,
to the extent that the number of Piggyback Shares and Registrable Securities to be included pursuant to clauses (i) and (ii) of
this ‎Section 2.3(c) is less than the ‎Section 2.3(c) Sale Number, the remaining
Registrable Securities to be included in such underwritten offering shall be allocated to shares the Company proposes to register for
its own account; provided, that the number of such securities when aggregated with that number of Registrable Securities to be
included pursuant to clauses ‎(i) and ‎(ii) totals no more than the ‎Section 2.3(c) Sale
Number.


 


(d)            If,
as a result of the proration provisions set forth in clauses ‎(a), ‎(b) or ‎(c) of this ‎Section 2.3,
the Holders shall not be entitled to include all Registrable Securities in an underwritten offering that the Holders have requested be
included, the Holders may elect to withdraw its request to include Registrable Securities in the registration to which such underwritten
offering relates or may reduce the number requested to be included; provided, that (x) such request must be made in writing
prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration
and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, the Holders shall no longer
have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of
the Registrable Securities so withdrawn or reduced.


 


Section 2.4.     Registration
Procedures. Whenever the Holders request that any Registrable Securities be registered pursuant to ‎Section 2.1
or ‎Section 2.2, subject to the provisions of
those Sections, the Company will use its commercially reasonable efforts to effect the registration and the offer and sale of such Registrable
Securities in accordance with the intended method of disposition thereof as soon as reasonably practicable, and shall, in connection with
any such request, other than during any Postponement Period, use commercially reasonable efforts to:


 






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(a)            prepare
and file with the SEC a Registration Statement on an appropriate registration form of the SEC for the disposition of such Registrable
Securities in accordance with the intended method of disposition thereof, which registration form (i) shall be selected by the Company
and (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders
thereof and such Registration Statement shall comply as to form in all material respects with the requirements of the applicable registration
form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its commercially reasonable
efforts to cause such Registration Statement to become effective and remain continuously effective for such period as the Holders shall
request, and no less than one hundred eighty (180) days, (provided, that as far in advance as reasonably practicable before filing a Registration
Statement or Prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky”
laws of any jurisdiction, or any Free Writing Prospectus related thereto, or before sending a response to an SEC comment letter prior
to any such filing, the Company will furnish to counsel for the Holders participating in the planned offering and to one counsel for the
managing underwriter, if any, copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits
thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC),
which documents will be subject to the reasonable review and reasonable comment of such counsel (including any reasonable objections to
any information pertaining to the Holders and their plan of distribution and otherwise to the extent necessary, if at all, to complete
the filing or maintain the effectiveness thereof), and make the Company’s representatives reasonably available for discussion of
such document and make such changes in such document concerning the Holders prior to the filing thereof as counsel for the Holders or
underwriters may reasonably request, and the Company shall consider in good faith the changes reasonably and timely requested by such
counsel and shall not file any Registration Statement or amendment thereto, any Prospectus or supplement thereto or any Free Writing Prospectus
related thereto to which the Holders or the underwriters, if any, shall reasonably and timely object); provided, that notwithstanding
the foregoing, in no event shall the Company be required to file any document with the SEC that, in the reasonable view of the Company
or its counsel, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make any statement therein not misleading;


 


(b)            (i) prepare
and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith and
such Free Writing Prospectuses and Exchange Act reports as may be necessary to keep such Registration Statement effective for the period
specified in paragraph ‎(a) above and comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities covered by such Registration Statement and any Prospectus so supplemented to be filed pursuant to Rule 424
under the Securities Act in accordance with the Holders’ intended method of disposition set forth in such Registration Statement
for such period and (ii) provide reasonable notice to the Holders and the managing underwriter(s), if any, to the extent that the
Company determines that a post-effective amendment to a Registration Statement would be appropriate;


 









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(c)            furnish,
without charge, to the Holders and each underwriter, if any, of the Registrable Securities such number of copies of such Registration
Statement, each amendment and supplement thereto (in each case including all exhibits), the Prospectus, each Free Writing Prospectus utilized
in connection therewith, in each case, in all material respects in conformity with the requirements of the Securities Act, and other documents,
as the Holders and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities
owned by the Holders (the Company hereby consenting to the use in accordance with all applicable Laws of each such Registration Statement
(or amendment or post-effective amendment thereto) and each such Prospectus or Free Writing Prospectus by the Holders and the underwriters,
if any, in connection with the offering and sale of the Registrable Securities covered by such Registration Statement or Prospectus);


 


(d)            register
or qualify the Registrable Securities covered by such Registration Statement under the securities or “blue sky” Laws of such
jurisdictions as the Holders or, in the case of a Public Offering, the managing underwriter reasonably shall request and do any and all
other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such jurisdictions
of the Registrable Securities beneficially owned by them; provided, that the Company shall not for any such purpose be required
to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified, to subject itself
to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;


 


(e)            promptly
notify the Holders and each managing underwriter, if any: (i) when the Registration Statement, any pre-effective amendment, the Prospectus
or any Prospectus supplement related thereto, any post-effective amendment to the Registration Statement or any Free Writing Prospectus
has been filed with the SEC and, with respect to the Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the Registration Statement
or the Prospectus related thereto or for additional information, including copies of any and all transmittal letters and other correspondence
with the SEC and all correspondence (including comment letters and a copy of the Company’s draft responses thereto), from the SEC
to the Company relating to such Registration Statement or any Prospectus or any amendment or supplement thereto (but not, for the avoidance
of doubt, any documents incorporated by reference therein); (iii) of the issuance by the SEC of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that purpose; or (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state
 “blue sky” Laws of any jurisdiction or the initiation of any proceeding for such purpose;


 






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(f)            if
at any time (i) any event or development shall occur or condition shall exist as a result of which the Disclosure Package, as then
amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances existing when the Disclosure Package is delivered to a purchaser, not misleading,
or (ii) it is necessary to amend or supplement the Disclosure Package to comply with Law, the Company will promptly notify the Holders
and each managing underwriter, if any, and promptly prepare and file with the SEC (to the extent required) and furnish to the Holders
and each underwriter, if any, such amendments or supplements to the Disclosure Package as may be necessary so that the statements in the
Disclosure Package, as so amended or supplemented, will not, in the light of the circumstances existing when the Disclosure Package is
delivered to a purchaser, be misleading, or so that the Disclosure Package will comply with Law;


 


(g)            make
generally 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 a Registration
Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158;


 


(h)            (i) list
the Registrable Securities covered by such Registration Statement on Nasdaq or any other national securities exchange selected by the
Company, if the listing of such Registrable Securities is then permitted under the rules of such exchange and (ii) comply (and
continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation
all corporate governance requirements;


 


(i)            cause
its officers, employees and registered independent public accounting firm (in the case of the registered independent public accounting
firm, subject to any applicable accounting guidance regarding their participation in the offering or the due diligence process) to participate
at reasonable times and for reasonable periods in, make themselves reasonably available, supply such information as may reasonably be
requested and to otherwise facilitate and cooperate with, the preparation of the Registration Statement and Prospectus and any amendments
or supplements thereto, taking into account the Company’s reasonable business needs;


 


(j)            provide
and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such Registration Statement not
later than the applicable effective date of such Registration Statement and, in the case of any secondary equity offering, provide and
enter into any reasonable agreements with a custodian for the Registrable Securities;


 


(k)            if
the offering is underwritten pursuant to a Demand Registration Request, then at the request of the Holders, (i) enter into such customary
agreements (including underwriting agreements in customary form) and take all such other customary actions as the Holders reasonably request
in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable
Securities which are to be distributed by any underwriters shall be a party to any such underwriting agreement), (ii) have members
of its management participate in due diligence sessions and, in the case of marketed offerings, support the marketing of the Registrable
Securities covered by the registration (including, without limitation, participation in investor calls and “road shows”),
and (iii) furnish to the underwriters a customary legal opinion and disclosure letter from counsel to the Company and customary comfort
letters from the registered independent public accounting firm retained (and brought down to the closing under the underwriting agreement);


 









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(l)            (i) obtain
an opinion from the Company’s counsel and a “comfort” letter and updates thereof from the independent public accountants
who have certified the Company’s financial statements (and/or any other financial statements) included or incorporated by reference
in such Registration Statement, in each case, in customary form and covering such matters as are customarily covered by such opinions
and “comfort” letters (including, in the case of such “comfort” letter, events subsequent to the date of such
financial statements) delivered to underwriters in underwritten Public Offerings, which opinion and letter shall be dated as of the dates
such opinions and “comfort” letters are customarily dated and otherwise reasonably satisfactory to the underwriters and (ii) furnish
to each underwriter a copy of such opinion and letter addressed to such underwriter;


 


(m)            deliver
promptly to counsel for the Holders and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company,
its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the Registration Statement,
and, make reasonably available for inspection by counsel for the Holders, by counsel for any underwriter participating in any disposition
to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by the Holders or any such
underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of
the Company’s officers, directors and employees to supply all information reasonably requested by any such counsel for the Holders,
counsel for an underwriter, accountant or agent in connection with such Registration Statement;


 


(n)            in
connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act,
and before filing any such Registration Statement or any other document in connection therewith, include in such documents any comments
reasonably and timely made by the Holders or their legal counsel; participate in, and make documents available for, the reasonable and
customary due diligence review of underwriters during normal business hours, on reasonable advance notice and without undue burden or
hardship on the Company;


 


(o)            use
commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension
is issued, to use its commercially reasonable efforts to promptly obtain the withdrawal of such order or suspension and to notify the
Holders of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose;


 


(p)            comply
with the Securities Act, the Exchange Act and any other applicable rules and regulations of the SEC and reasonably cooperate with
the Holders in the disposition of its Registrable Securities in accordance with the method of distribution described in the Prospectus
included in any Registration Statement, such cooperation to include the endorsement and transfer of any certificates representing Registrable
Securities (or a book-entry transfer to similar effect) transferred in accordance with this Agreement and delivery of any necessary instructions
or opinions to the Company’s transfer agent in order to cause the transfer agent to allow Shares to be sold from time to time as
permitted by Law;


 









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(q)            ensure
that any Free Writing Prospectus utilized in connection with any registration covered by ‎Section 2.1 or ‎Section 2.2
complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby,
is retained in accordance with the Securities Act to the extent required thereby, will not conflict with a related Prospectus, Prospectus
supplement and related documents and, when taken together with the related Prospectus, Prospectus supplement and related documents, will
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;


 


(r)            cooperate
with the managing underwriters, if any, the Holders and their respective counsel in connection with the preparation and filing of any
applications, notices, registrations and responses to requests for additional information with FINRA, Nasdaq or any other national securities
exchange on which the Shares are listed;


 


(s)            pay
the applicable Expenses;


 


(t)            cooperate
with the Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of book-entry shares or certificates
not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued
in such denominations and registered in such names in accordance with the underwriting agreement at least two (2) Business Days prior
to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of
the Holders at least two (2) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar
of Registrable Securities to release any stop transfer orders in respect thereof (and, in the case of Registrable Securities registered
on a Shelf Registration Statement, at the request of the Holders, prepare and deliver book-entry shares or certificates representing such
Registrable Securities not bearing any restrictive legends and deliver or cause to be delivered an opinion or instructions to the transfer
agent in order to allow such Registrable Securities to be sold from time to time);


 


(u)            cause
the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the Holders or the underwriters, if any, to consummate the disposition of such Registrable
Securities; and


 


(v)            take
all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such
Registrable Securities.


 






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To
the extent the Company is a WKSI at the time any Demand Registration Request is submitted to the Company and such Demand Registration
Request requests that the Company file an Automatic Shelf Registration Statement on Form S-3, the Company shall file an Automatic
Shelf Registration Statement which covers those Registrable Securities which are requested to be registered in accordance with ‎Section 2.1(e).
The Company shall use its commercially reasonable efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405
under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective.


 


If the Company does not pay the filing fee covering
the Registrable Securities at the time the Automatic Shelf Registration Statement is filed, the Company agrees to pay such fee at such
time or times as the Registrable Securities are to be sold. If the Automatic Shelf Registration Statement has been outstanding for at
least three (3) years, at the end of the third year the Company shall refile a new Automatic Shelf Registration Statement covering
the Registrable Securities to remain effective for a period ending on the earliest of (i) the date on which all Registrable Securities
included in such registration have been sold or distributed pursuant to the Automatic Shelf Registration Statement, (ii) the date
as of which there are no longer in existence any Registrable Securities covered by the Automatic Shelf Registration Statement and (iii) an
earlier date agreed to in writing by the Company and the Holders. If at any time when the Company is required to re-evaluate its WKSI
status the Company determines that it is not a WKSI, the Company shall use its commercially reasonable efforts to refile the shelf Registration
Statement on Form S-3 and, if such form is not available, Form S-1 and keep such Registration Statement effective during the
period during which such Registration Statement is required to be kept effective.


 


If the Company files any shelf Registration Statement
for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request that its Registrable Securities
be included in such Shelf Registration Statement, the Company agrees that it shall include in such Registration Statement such disclosures
as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by
identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf Registration
Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.


 


The
Company may require as a condition precedent to the Company’s obligations under this ‎Section 2.4 that each participating
Holder as to which any registration is being effected furnish the Company such information regarding such seller and the distribution
of such securities as the Company may from time to time reasonably request; provided, that such information is necessary for the
Company to consummate such registration and shall be used only in connection with such registration.


 






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The
Holders agree that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph ‎(f) of
this ‎Section 2.4, the Holders will discontinue the Holders’
disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Holders’
receipt of the copies of the supplemented or amended Prospectus contemplated by paragraph ‎(f) of
this ‎Section 2.4 and, if so directed by the Company, will deliver
to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Holders’ possession of
the Prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event the Company
shall give any such notice, the applicable period mentioned in paragraph ‎(a) of
this ‎Section 2.4 shall be extended by the number of days during
such period from and including the date of the giving of such notice to and including the date when each participating holder covered
by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by paragraph ‎(e) of
this ‎Section 2.4.


 


Section 2.5.     Registration
Expenses.


 


(a)            The
Company shall pay all Expenses with respect to any registration or offering of Registrable Securities pursuant to ‎Article II,
whether or not a Registration Statement becomes effective or the offering is consummated. Notwithstanding the foregoing, the Company shall
not be required to pay for any Expenses of any registration begun pursuant to the terms of this Agreement if the Demand Registration request
is subsequently withdrawn at the request of the Holders (in which case the Holders shall bear such expenses).


 


(b)            Notwithstanding
the foregoing, (x) the provisions of this ‎Section 2.5 shall be deemed amended to the extent necessary to cause these
expense provisions to comply with state “blue sky” laws of each state in which the offering is made and (y) in connection
with any underwritten offering hereunder, the Holders shall pay all underwriting discounts and commissions and any transfer taxes, if
any, attributable to the sale of such Registrable Securities, pro rata with respect to payments of discounts and commissions in accordance
with the number of shares sold in the offering by the Holders.


 


Section 2.6.     Certain
Limitations on Registration Rights.


 


In
the case of any registration under ‎Section 2.1 involving an underwritten offering, or, in the case of a registration
under ‎Section 2.2, if the Company has determined to enter into
an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such
underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s
securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including
custody agreements and powers of attorney) which must be executed in connection therewith; provided, that all such documents shall be
consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary
to register such Person’s securities.


 






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Section 2.7.     Limitations
on Sale or Distribution of Other Securities; Coordination.


 


(a)            The
Holders agree, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten Public Offering pursuant
to a registration or offering effected pursuant to ‎Section 2.1 or ‎2.2 (except in the case of a Block Trade,
unless the Holders have the option to participate in such Block Trade pursuant to this Agreement or otherwise), not to sell, transfer
or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity
security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other
than as part of such underwritten Public Offering) during the time period reasonably requested by the managing underwriter, not to exceed
sixty (60) days or such shorter period as the managing underwriter shall agree to; provided, that such shorter period shall apply to the
Holders (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant
to a registration on Form S-4 or Form S-8, or any successor or similar form); and (ii) to the extent requested in writing
by a managing underwriter of any underwritten Public Offering effected by the Company for its own account (including without limitation
any offering in which one or more holders is selling Common Stock pursuant to the exercise of piggyback rights under ‎Section 2.2
hereof), it will not sell any Common Stock (other than as part of such underwritten Public Offering) during the time period reasonably
requested by the managing underwriter, which period shall not exceed ninety (90) days or such shorter period as the managing underwriter
shall agree to; provided, that such shorter period shall apply to the Holders.


 


(b)            The
Company hereby agrees that, to the extent requested in writing by a managing underwriter, if any, in connection with an offering pursuant
to Sections ‎2.1 or ‎2.2, the Company shall not sell, transfer, or otherwise dispose of, any Common Stock, or any
other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company
(other than as part of such underwritten Public Offering, a registration on Form S-4 or Form S-8 or any successor or similar
form), until a period of sixty (60) days (or such shorter period to which the underwriter shall agree) shall have elapsed from the pricing
date of such offering; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any
of its equity securities.


 






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Section 2.8.     Indemnification.


 


(a)            Indemnification
Rights.


 


(i)            In
the event of any registration or offer and sale of any securities of the Company under the Securities Act pursuant to this ‎Article II,
the Company will, and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, the Holders,
their Affiliates and, as applicable, their respective directors, officers, employees, stockholders, members or general and limited partners
in the offering or sale of such securities (and their respective directors, officers, employees, stockholders, members or general and
limited partners), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer,
director, employee, stockholder, managing director, affiliate, representative, successor, assign or partner of such underwriter or Qualified
Independent Underwriter, or any such underwriter or Qualified Independent Underwriter within the meaning of the Securities Act, from and
against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened)
and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with the Company’s consent, which
consent shall not be unreasonably withheld or delayed) to which each such indemnified party may become subject under the Securities Act
or otherwise in respect thereof (collectively, “Claims”), insofar as such Claims arise out of or are based upon (i) any
untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such securities were
registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary, final or summary Prospectus or any amendment or supplement thereto, together with the documents incorporated
by reference therein, or any Free Writing Prospectus utilized in connection therewith, or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading or (iii) any violation by the Company of any federal, state or common law rule or
regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration,
and the Company will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such Claim as such expenses are incurred; provided, that the Company shall not be liable
to any such indemnified party in any such case to the extent such Claim arises out of or is based upon any untrue statement or alleged
untrue statement of a material fact or omission or alleged omission of a material fact made in such Registration Statement or amendment
thereof or supplement thereto or in any such Prospectus or any preliminary, final or summary Prospectus or Free Writing Prospectus in
reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such indemnified party specifically
for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made
by or on behalf of such indemnified party and shall survive the transfer of such securities by the Holders.


 






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(ii)            The
Holders shall indemnify and hold harmless (in the same manner and to the same extent as set forth in ‎Section 2.8(a)(i))
to the extent permitted by law, the Company, its officers and directors, and each Person controlling the Company within the meaning of
the Securities Act with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission
of any material fact from, such Registration Statement, any preliminary, final or summary Prospectus contained therein, or any amendment
or supplement thereto, or any Free Writing Prospectus utilized in connection therewith, if such statement or alleged statement or omission
or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company or its representatives
by or on behalf of the Holders, specifically for use therein, and the Holders shall reimburse such indemnified party for any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses
are incurred; provided, that the aggregate amount which the Holders shall be required to pay pursuant to this ‎Section 2.8
(including pursuant to indemnity, contribution or otherwise) shall in no case be greater than the amount of the net proceeds received
by the Holders upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claim; provided,
further, that such Holders shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement
or Prospectus or amendment thereof or supplement thereto, or any Free Writing Prospectus utilized in connection therewith, such Holders
have furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof
or supplement thereto or Free Writing Prospectus which corrected or made not misleading information previously furnished to the Company.


 


(iii)            Indemnification
similar to that specified in ‎Sections 2.8(a)(i) and ‎2.8(a)(ii) (with appropriate modifications)
shall be given by the Company and the Holders with respect to any required registration or other qualification of securities under any
applicable securities and state “blue sky” laws.


 


(iv)            If
for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections
‎2.8(a)(i), ‎2.8(a)(ii) or ‎2.8(a)(iii), then each applicable indemnifying
party shall contribute to the amount paid or payable to such indemnified party as a result of any Claim in such proportion as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to
such Claim. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party
or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable
Law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate
to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as
any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if any contribution pursuant
to this ‎Section 2.8(a)(iv) were to be 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 preceding sentences of this ‎Section 2.8(a)(iv).
The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such Claim. 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. Notwithstanding anything in this ‎Section 2.8(a)(iv) to the contrary, no
indemnifying party (other than the Company) shall be required pursuant to this ‎Section 2.8(a)(iv) to contribute
any amount greater than the amount of the net proceeds received by such indemnifying party from the sale of Registrable Securities pursuant
to the Registration Statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party
pursuant to Sections ‎2.8(a)(ii) and ‎2.8(a)(iii). In addition, neither the Holders nor any Affiliate
thereof shall be required to pay any amount under this ‎Section 2.8(a)(iv) unless such Person or entity would
have been required to pay an amount pursuant to ‎Section 2.8(a)(ii) if it had been applicable in accordance
with its terms.


 






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(v)            The
indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution which
any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation
made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.


 


(vi)            The
indemnification and contribution required by this ‎Section 2.8 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred;
provided, that the recipient thereof hereby undertakes to repay such payments if and to the extent it shall be determined by a court of
competent jurisdiction that such recipient is not entitled to such payment hereunder.


 


(b)            Notice
of Claim; Defense of Claims.


 


(i)            Any
Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of
any action or proceeding with respect to which a Claim may be made pursuant to this ‎Section 2.8, but the failure
of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs
of this ‎Section 2.8, except to the extent the indemnifying party is materially and actually prejudiced thereby
and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this ‎Article II.


 


(ii)            In
case any action or proceeding is brought against an indemnified party and such indemnified party shall have notified the indemnifying
party of the commencement thereof (as required above), the indemnifying party shall be entitled to participate therein and, unless in
the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties
may exist in respect of such Claim, to assume the defense thereof jointly with any other indemnifying party similarly notified, to the
extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to
such indemnified party that it so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation;
provided, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding
within twenty (20) days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so;
(ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party
reasonably shall have concluded that there may be one or more legal or equitable defenses available to such indemnified party which are
not available to the indemnifying party or which may conflict with those available to another indemnified party with respect to such Claim;
or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional
conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but
with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or
parties reasonably shall have made a conclusion described in clause (ii) or (iii) above) and the indemnifying party shall be
liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement
or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any indemnified party.


 






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Section 2.9.     Free
Writing Prospectuses. Other than a Prospectus relating to Registrable Securities included in a Registration Statement, an “issuer
free writing prospectus” (as defined in Rule 433 under the Securities Act) prepared by the Company or other materials prepared
by Company, the Holders represent and agree that they (a) will not make any offer relating to the Registrable Securities that would
constitute an issuer free writing prospectus or that would otherwise constitute a Free Writing Prospectus, and (b) will not distribute
any written materials in connection with the offer or sale pursuant to a Registration Statement of Registrable Securities, in each case,
without the prior written consent of the Company and, in connection with any Public Offering, the underwriters.


 


Section 2.10.     Information
from and Obligations of the Holders. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed
to in writing by the Holders, for all purposes of this Agreement, the only information furnished or to be furnished to the Company by
the Holders for use in any such Registration Statement, Prospectus, or any Free Writing Prospectus, are statements specifically relating
to (i) the beneficial ownership of Shares by the Holders and their Affiliates and (ii) the name and address of the Holders and
all information required to be disclosed in order to make such information not contain a material misstatement of fact or necessary to
cause such Registration Statement or Prospectus not to omit a material fact with respect to the Holders necessary in order to make the
statements therein not misleading.


 


Section 2.11.     Rule 144.
With a view to making available the benefits of certain rules and regulations of the SEC that may permit the resale of the Registrable
Securities without registration, the Company agrees to use its commercially reasonable efforts to:


 


(a)            make
and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities
Act, at all times during the term hereof;


 


(b)            file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
at all times from and after the date hereof; and


 


(c)            so
long as a Holder owns any Registrable Securities, furnish (i) to the extent accurate, forthwith upon request, a written statement
of the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act and (ii) unless otherwise
available via the SEC’s EDGAR filing system, to such Holder forthwith upon request a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or
regulation of the SEC allowing such Holder to sell any such securities without registration.


 






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Section 2.12.     Assistance
with Transfers. In connection with any sale or transfer of Registrable Securities by any Holder, including any sale or transfer pursuant
to Rule 144 and other rules and regulations of the SEC that may at any time permit a Holder of Registrable Securities to sell
securities of the Company to the public without registration, the Company shall, to the extent allowed by law, take any and all action
necessary or reasonably requested by such Holder in order to permit or facilitate such sale or transfer, including, without limitation,
at the sole expense of the Company, by (i) issuing such directions to any transfer agent, registrar or depositary, as applicable,
(ii) delivering such opinions to the transfer agent, registrar or depositary as are customary for the transaction of this type and
are reasonably requested by the same, and (iii) taking or causing to be taken such other actions as are reasonably necessary (in
each case on a timely basis) in order to cause any legends, notations or similar designations restricting transferability of the Registrable
Securities held by such Holder to be removed and to rescind any transfer restrictions with respect to such Registrable Securities; provided,
however, that such Holder shall deliver to the Company, in form and substance reasonably satisfactory to the Company, representation letters
regarding such Holder’s compliance with such rules and regulations, as may be applicable. In addition, the Company, at its
sole expense, shall use commercially reasonable efforts to remove any restrictive legend on any shares of Common Stock that are Registrable
Securities upon request by the Holder if (A) such shares of Common Stock are sold pursuant to an effective registration statement
or (B) a registration statement covering the resale of such shares of common Stock is effective under the Securities Act and the
applicable Holder delivers to the Company a representation letter agreeing that such shares of Common Stock will be sold under such effective
registration statement. Furthermore, at the request of any Holder, the Company shall use its commercially reasonable efforts to assist
such Holder with respect to any potential private transfer of any Common Stock held by such Holder and its Affiliates, including (i) entering
into customary confidentiality agreements with any prospective transferees, (ii) affording to such Holder, its Affiliates and any
prospective transferees and their respective counsel, accountants, lenders and other representatives, reasonable access during normal
business hours to the properties, books, contracts and records of the Company and (iii) providing reasonable availability of appropriate
members of senior management of the Company to provide customary due diligence assistance in connection with any such transfer; provided,
however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the Company’s business
and operations and the Company may in its sole discretion restrict access to competitively sensitive or legally privileged documents or
information.


 


Article III

Miscellaneous


 


Section 3.1.     Termination.
This Agreement shall terminate when the Holders collectively beneficially own less than 5% of the then-outstanding Common Stock; provided,
however, that ‎Section 2.7 and ‎Section 2.8
shall survive any termination hereof.


 


Section 3.2.     Severability.
If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall
be severable and enforceable in accordance with their terms.


 


Section 3.3.     Remedies.
In the event of actual or potential breach by the Company or any Holder of any of its obligations under this Agreement, each Holder or
the Company, as applicable, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement without the need to post any bond. The Company
and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by
it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect
of such breach, it shall waive the defense that a remedy at law would be adequate.


 






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Section 3.4.     Governing
Law; Waiver of Jury Trial.


 


(a)            This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts
of laws that would direct the application of the laws of another jurisdiction.


 


(b)            THE
PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER
ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, NOTHING HEREIN SHALL DIVEST A COURT OF COMPETENT JURISDICTION
OF THE RIGHT AND POWER TO GRANT A TEMPORARY RESTRAINING ORDER, TO GRANT TEMPORARY INJUNCTIVE RELIEF, OR TO COMPEL SPECIFIC PERFORMANCE
OF ANY DECISION OF AN ARBITRAL TRIBUNAL MADE PURSUANT TO THIS PROVISION.


 


Section 3.5.     Adjustments
Affecting Registrable Securities. The provisions of this Agreement shall apply to any and all shares of capital stock of the Company
or any successor or assignee of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect
of, in exchange for or in substitution for the Registrable Securities, by reason of any dividend, split, reverse split, combination, recapitalization,
reclassification, merger, consolidation or otherwise in such a manner and with such appropriate adjustments as to reflect the intent and
meaning of the provisions hereof and so that the rights, privileges, duties and obligations hereunder shall continue with respect to the
capital stock of the Company as so changed as well as the capital stock of any other entity received in connection with such transaction.


 


Section 3.6.     Binding
Effects; Benefits of Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and
assigns and each Holder and its successors and assigns. For the avoidance of doubt, each Holder, to the extent not a direct party to this
Agreement, shall be a third party beneficiary of this Agreement. The rights to cause the Company to register Registrable Securities under
this Agreement may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities and such
transferee delivers to the Company a duly executed joinder to this Agreement in form and substance reasonably satisfactory to the Company.
The Company shall not be permitted to assign this Agreement without the prior written consent of ADS other than by operation of law in
connection with a merger or a similar transaction contemplated by, and subject to, ‎Section 3.5.


 


Section 3.7.     Notices.
All notices or other communications that are required or permitted hereunder shall be in writing and shall be deemed to have been given
if (a) personally delivered, (b) sent by nationally recognized overnight courier, (c) sent by registered or certified mail,
postage prepaid, return receipt requested or (d) email, addressed as follows:


 






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if to the Company:


 


Loyalty
Ventures Inc.

7500 Dallas Parkway, Suite 700

Plano, Texas 75024

Attention: General Counsel

Email:  generalcounsel@loyalty.com





    investorrelations@loyalty.com


 


if to the Holders:


 


Alliance
Data Systems Corporation

7500 Dallas Parkway, Suite 700

Plano, Texas 75024

Attention: General Counsel

Email:  generalcounsel@alliancedata.com





    investorrelations@alliancedata.com


 


or to such other address as the party to whom notice is to be given
may have furnished to such other party in writing in accordance herewith. Any such communication shall be deemed to have been received
(i) when delivered, if personally delivered, (ii) on the date sent if delivered by e-mail on a Business Day, or if not sent
on a Business Day, on the first Business Day thereafter, (iii) the next Business Day after delivery, if sent by nationally recognized
overnight courier, and (iv) on the fifth (5th) Business Day following the date on which the piece of mail containing such communication
is posted, if sent by first-class mail.


 


Section 3.8.     Modification;
Waiver. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the Company and ADS.
No course of dealing between the Company and the Holders (or any of them) or any delay in exercising any rights hereunder will operate
as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement
will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and
every provision of this Agreement in accordance with its terms. Any determination, consent or approval of, or notice or request delivered
by, or any similar action of, the Holders pursuant to this Agreement shall be made or given by ADS and shall be valid and binding upon
all Holders to the same extent as if made or given directly by such Holders.


 


Section 3.9.     Entire
Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes
all prior and contemporaneous agreements and understandings of the parties in connection therewith.


 


Section 3.10.     Counterparts.
This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument,
but all such counterparts taken together shall constitute but one agreement.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, each of the parties hereto
has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.


 


	 	ALLIANCE DATA SYSTEMS CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	LOYALTY VENTURES INC.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


[Signature Page to Registration Rights Agreement]