Exhibit 4.2


 


EXECUTION VERSION


 


INVESTOR RIGHTS AGREEMENT


 


by and among


 


GRANITE POINT MORTGAGE TRUST INC.,


 


THE PIMCO INVESTORS,


 


and


 


THE OTHER INVESTORS PARTY HERETO FROM
TIME TO TIME


 


Dated as of September 25, 2020


 






     


     


    

 


Table of Contents


 


Page


 


	Section 1.	Definitions	1
	
	Section 2.	Registration Rights	8







		(a)	Shelf Registration Statement	8
		(b)	Right to Request Shelf Take-Down	8
		(c)	Demand Registration Statement if Shelf Registration Statement Unavailable	9
		(d)	Limitations on Demand Registrations	9
		(e)	Piggyback Registration	9
		(f)	Selection of Underwriters; Right to Participate	10
		(g)	Priority of Securities Offered Pursuant to Demand Registrations and Underwritten Shelf Take-Downs	10
		(h)	Priority of Securities Offered Pursuant to Piggyback Registration	11
		(i)	Postponement; Suspensions; Blackout Period	11
		(j)	Supplements and Amendments	12
		(k)	Subsequent Holder Notice	12






	Section 3.	Registration Procedures	13







		(a)	Filing and Other Procedures	13
		(b)	Conditions to Registration Rights	16






	Section 4.	Indemnification	17







		(a)	Indemnification by the Company	17
		(b)	Indemnification by the Stockholders	18
		(c)	Notices of Claims, etc.	18
		(d)	Contribution	19
		(e)	No Exclusivity	19






	Section 5.	Covenants
    Relating to Rule 144	19
	Section 6.	Transfer of Registration
    Rights.	20
	Section 7.	Termination of Registration
    Rights	20
	Section 8.	Standstill	20
	Section 9.	Director Rights	22







		(a)	General	22
		(b)	Board Nomination	22
		(c)	Committee Membership.	23
		(d)	Resignation upon Fall-Away of Director Rights	23
		(e)	Resignation at the Request of the Initial Lenders	23
		(f)	Director Indemnification	23
		(g)	Conditions to Director Rights	24
		(h)	Director Compensation	25






	Section 10.	Miscellaneous	25







		(a)	Governing Law	25
		(b)	Waiver of Jury Trial	25
		(c)	Entire Agreement	25
		(d)	Amendments and Waivers	25
		(e)	Successors and Assigns	26
		(f)	Expenses	26
		(g)	Counterparts; Electronic Signature	26
		(h)	Severability	26
		(i)	Notices	27
		(j)	Specific Performance	28



 






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INVESTOR RIGHTS AGREEMENT


 


THIS INVESTOR RIGHTS
AGREEMENT, dated as of September 25, 2020 (this “Agreement”), is by and among Granite Point Mortgage
Trust Inc., a Maryland corporation (the “Company”), the PIMCO Investors (as defined below), and the other Investors
(as defined below) party hereto from time to time.


 


RECITALS


 


WHEREAS, on
September 25, 2020, the Company issued to the PIMCO Investors each a warrant to purchase in the aggregate up to 6,065,820
shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”), upon the terms and
conditions set forth in those certain common stock purchase warrants, each dated as of September 25, 2020 (each, an “Initial
Warrant”); and


 


WHEREAS, the
Company and the PIMCO Investors are entering into this Agreement in order to grant certain registration rights and to establish
certain arrangements relating to certain corporate governance matters.


 


NOW, THEREFORE,
in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section 1.              Definitions


 


. As used in this Agreement, the following
terms shall have the following meanings:


 


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
 “controlled by” and “under common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of that Person, whether through the
ability to exercise voting power, by contract or otherwise.


 


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


 


“Allianz”
means Allianz SE, a German company.


 


“Allianz
Entity” means Allianz or any of its Affiliates (other than PIMCO or its controlled Affiliates).


 


“Block Trade”
means a registered securities offering in which an underwriter agrees to purchase Registrable Securities at an agreed price or
pricing formula without a prior marketing process.


 


“Board of
Directors” means the board of directors of the Company, including, unless the context otherwise requires, any duly authorized
committee thereof.


 






     


     


    

 


“Business
Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally
are authorized or required by law or other governmental actions to close.


 


“Common Stock”
has the meaning set forth in the Recitals.


 


“Company”
has the meaning set forth in the Preamble.


 


“Company
Charter Documents” means the Company’s Articles of Amendment and Restatement and Amended and Restated Bylaws,
each as amended to the date of this Agreement.


 


“Credit Agreement”
means that certain Term Loan Credit Agreement, dated on or about the date hereof, by and among the Company, as a loan party, Granite
Point Operating Company LLC, as a borrower, the other borrowers party thereto, the lenders from time to time party thereto, and
Wilmington Trust, National Association, as administrative and collateral agent, as amended, restated, supplemented or otherwise
modified from time to time.


 


“Delayed
Draw Term Facility” means the senior secured delayed draw term loan facility under the Credit Agreement in an aggregate
principal amount of up to $75 million.


 


“Demand Registration”
has the meaning set forth in Section 2(c) hereof.


 


“Demand Registration
Statement” has the meaning set forth in Section 2(c) hereof.


 


“Designee
Period” has the meaning set forth in Section 9(a) hereof.


 


“Director
Indemnitors” has the meaning set forth in Section 9(f) hereof.


 


“Disqualified
Institutions” means (i) the Persons identified in writing on that certain list delivered by the Company to the
PIMCO Investors on or prior to the date hereof (as such list may be updated from time to time in accordance with this paragraph
as described below, the “DQ List”), (ii) any Affiliate of any Person described in clause (i) above
that is reasonably identifiable as an Affiliate of such Person solely on the basis of such Affiliate’s name, and (iii) any
other Affiliate of any Person described in clause (i) above that is identified from time to time in a written notice to the
PIMCO Investors as described below; provided that (x) following the date hereof, the DQ List shall be updated to the
same extent the similar DQ List is updated in the Credit Agreement, or if the Credit Agreement is no longer outstanding, with
the consent of the majority of the holders of the Warrants (which consent shall not be unreasonably delayed, conditioned or withheld)
to add one or more additional Persons (provided, that in no event shall the Company add more than five (5) additional Persons
to the DQ List during the term of the Warrant), (y) no such update shall apply retroactively to disqualify any Person that
has previously acquired a Warrant (but such Person and any of its Affiliates that are Disqualified Institutions shall be prohibited
from acquiring any additional Warrants except to the extent otherwise expressly agreed to in writing by the Company) and (z) any
designation of a Person as a Disqualified Institution after the date hereof that is permitted pursuant to this definition shall
become effective no later than the third Business Day after written notice thereof by the Company to the PIMCO Investors in accordance
with Section 10(i) hereof.


 






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“End of Suspension
Notice” has the meaning set forth in Section 2(i)(1) hereof.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.


 


“Facilities”
means the Initial Term Facility and the Delayed Draw Term Facility.


 


“Fall-Away
of Director Rights” means the first day on which any of the following occur: (i) PIMCO, its controlled Affiliates
and the PIMCO Funds no longer beneficially own in the aggregate at least 51% of the Warrants outstanding (or the shares of Common
Stock acquired upon exercise thereof), (ii) PIMCO, its controlled Affiliates and the PIMCO Funds no longer hold in the aggregate,
as lenders pursuant to the Credit Agreement, at least 51% of the aggregate principal amount of all outstanding Loans and unused
commitments under the Facilities of all the lenders pursuant to the Credit Agreement or (iii) the aggregate principal amount
of all outstanding Loans and unused commitments under the Facilities of all the lenders pursuant to the Credit Agreement no longer
exceeds $75 million. For the avoidance of doubt, a Warrant and the shares of Common Stock issuable upon exercise thereof shall
not be considered outstanding for purposes of this definition until such securities have vested in accordance with Section 2
of the Initial Warrants.


 


“Governmental
Authority” means any government, court, regulatory or administrative agency, commission, arbitrator or authority or
other legislative, executive or judicial governmental entity (in each case including any self-regulatory organization), whether
federal, state or local, domestic, foreign or multinational.


 


“Independent
Director” means a member of the Board of Directors who is “independent,” as determined by the Board of Directors,
in accordance with the rules of the New York Stock Exchange or such other securities exchange on which the shares of Common
Stock are listed. For the avoidance of doubt, an employee of any of the following Persons does not qualify as an Independent Director:
any PIMCO Investor, Allianz, any of their respective Affiliates or, to the extent constituting a Standstill Party, any Related
Fund of any of the foregoing.


 


“Initial
Lenders” means one or more funds managed or controlled by PIMCO and together with their respective permitted assigns
that are the initial lenders under the Credit Agreement.


 


“Initial
PIMCO Director” means Devin Chen.


 


“Initial
Term Facility” means the senior secured initial term loan facility under the Credit Agreement in an aggregate principal
amount of up to $225 million.


 


“Initial
Warrant” has the meaning set forth in the Recitals.


 


“Investors”
means the PIMCO Investors and any other Person party hereto from time to time that (i) is a lender party to the Credit Agreement
and/or (ii) holds a Warrant or any shares of Common Stock issued or issuable upon exercise of a Warrant, including any securities
acquired as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of such shares
of Common Stock, or any stock dividend or stock distribution in respect of such share of Common Stock.


 






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“Law”
means all state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement
enacted, adopted, promulgated, or applied by any Governmental Authority.


 


“Loan Documents”
means the definitive loan documentation for the Facilities.


 


“Loans”
means the loans under the Initial Term Facility and the loans under the Delayed Draw Term Facility.


 


“MGCL”
means the Maryland General Corporation Law.


 


“Minimum
Amount” means $75 million (or, in the case of a Block Trade, $50million).


 


“Permitted
Reg Rights Holders” means (i) the PIMCO Investors, their respective controlled Affiliates and the PIMCO Funds and
(ii) any Person to whom Registrable Securities representing at least 5% of the then outstanding shares of Common Stock are
transferred other than in a transaction pursuant to a registration statement or Rule 144 that results in such securities
ceasing to be Registrable Securities.


 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, joint ventures, associations, companies, trusts or other organizations, whether
or not legal entities, and Governmental Authorities.


 


“Piggyback
Registration” has the meaning set forth in Section 2(e) hereof.


 


“Piggyback
Stockholder” has the meaning set forth in Section 2(e) hereof.


 


“PIMCO”
means Pacific Investment Management Company LLC.


 


“PIMCO Designee”
means an individual designated in writing by the PIMCO Investors for nomination for election to the Board of Directors.


 


“PIMCO Director”
means the Initial PIMCO Director and any subsequent member of the Board of Directors elected to the Board of Directors as a PIMCO
Designee.


 


“PIMCO Fund”
means any fund or investment vehicle managed, administered or advised by PIMCO or any of its controlled Affiliates.


 


“PIMCO Investor”
means each of TOCU XXXIX LLC, a Delaware limited liability company, PCRED Lending IV Offshore Ltd., an exempted company incorporated
in the Cayman Islands with limited liability, PIF Onshore X LP, a Delaware limited partnership, D3V VIII LLC, a Delaware limited
liability company, HVS XXXI LLC, a Delaware limited liability company, and RSF XV LLC, a Delaware limited liability company, and
any Investor party hereto from time to time that is a Permitted Reg Rights Holder pursuant to clause (i) of the definition
thereof.


 


“Prospectus”
means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A under
the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined
in Rule 433 under the Securities Act), with respect to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.


 






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“Public Offering”
means a public offering and sale of equity securities for cash pursuant to an effective Registration Statement under the Securities
Act.


 


“Registrable
Securities” means any shares of Common Stock issued or issuable upon exercise of a Warrant, including any securities
acquired as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of such shares
of Common Stock, or any stock dividend or stock distribution in respect of such share of Common Stock; provided, however,
such securities shall cease to be Registrable Securities on the earliest to occur of (i) a Registration Statement with respect
to the sale of such Registrable Securities shall have become effective under the Securities Act and such Registrable Securities
shall have been disposed of in accordance with such Registration Statement; (ii) such Registrable Securities shall have been
sold in accordance with Rule 144; (iii) such securities have been transferred in a transaction in which the transferor’s
rights under this Agreement are not assigned to the transferee of the securities in accordance with the terms of this Agreement;
(iv) with respect to a Stockholder, such securities are eligible for resale by such Stockholder pursuant to Rule 144
under the Securities Act without any volume, manner of sale or other limitations and such Stockholder beneficially owns less than
5% of the then outstanding shares of Common Stock (assuming the applicable Warrant has been exercised in full); or (v) such
Registrable Securities have ceased to be outstanding.


 


“Registration
Expenses” means all expenses incurred in effecting any registration or any offering and sale pursuant to this Agreement,
including registration, qualification, listing and filing fees (including, without limitation, all SEC, stock exchange and Financial
Industry Regulatory Authority filing fees), printing expenses, messenger, telephone and delivery expenses, all transfer agent
and registrar fees and expenses, fees and disbursements of all law firms of the Company and all accountants and other persons
retained by the Company (including any comfort letters), any reasonable fees and disbursements of underwriters customarily paid
by issuers or sellers of securities, all fees and expenses of any special experts or other persons retained by the Company in
connection with any registration, all expenses related to the “road show” for any underwritten offering, including
all travel, meals and lodging, and any blue sky (including reasonable fees and disbursements of counsel to any underwriter incurred
in connection with blue sky qualifications of the Registrable Securities as may be set forth in any underwriting agreement) and
other securities laws fees and expenses, as well as all internal fees and expenses of the Company. Registration Expenses shall
not include Selling Expenses. In addition, in connection with an Underwritten Shelf Take-Down or underwritten Demand Registration
pursuant to this Agreement, the Company shall pay or reimburse the Stockholders for the reasonable and documented fees and expenses
of one (1) nationally recognized law firm, chosen by the Stockholders as their counsel; provided that, (i) the
Company shall not be responsible for any such fees and expenses that exceed $75,000 for the first offering and $50,000 for any
subsequent offering and (ii) the Company shall not be obligated to pay or reimburse the Stockholders for the fees and expenses
of any law firm chosen by the Stockholders as the counsel in connection with the filing and effectiveness of the initial Shelf
Registration Statement or any Piggyback Registration. Nothing in this definition shall impact any agreement on expenses solely
between the Company and any underwriter.


 






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“Registration
Statement” means any registration statement (including any Demand Registration Statement or Shelf Registration Statement)
of the Company under the Securities Act which permits the Public Offering of any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective
amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration
statement.


 


“Related
Fund” means, with respect to any Person, any fund or investment vehicle managed, administered or advised by (i) such
Person, (ii) an Affiliate of such Person, or (iii) an entity or an Affiliate of an entity that manages, administers
or advises such Person.


 


“Rule 144”
means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


“Selling
Expenses” means all underwriting discounts and selling commissions associated with effecting any sales of Registrable
Securities under any Registration Statement by the Stockholders and all stock transfer taxes applicable to the sale or transfer
by the Stockholders of Registrable Securities to the underwriter(s) pursuant to this Agreement.


 


“Shelf Period”
has the meaning set forth in Section 2(a) hereof.


 


“Shelf Registration
Statement” has the meaning set forth in Section 2(a) hereof.


 


“Shelf Take-Down”
has the meaning set forth in Section 2(b) hereof.


 


“Special
Registration” means the registration of equity securities, options or similar rights registered on Form S-4, Form S-8
or any successor forms thereto or any other form for the registration of securities issued or to be issued in connection with
a merger, acquisition, employee benefit plan or equity compensation or incentive plan, or any Block Trade effected by the Company
or another stockholder of the Company.


 


“Standstill
Parties” means (i) the PIMCO Investors and their Affiliates (other than any Allianz Entity, except to the extent
pursuant to clause (iii) below, and other than any Related Fund of the PIMCO Investors or any of their Affiliates, except
to the extent pursuant to clauses (iv) or (v) below), (ii) any other Person that is a holder of a Warrant and/or
a lender party to the Credit Agreement and such Person’s Affiliates, (iii) any Allianz Entity to the extent that such
Allianz Entity (a) receives confidential information regarding the Company or any of its Affiliates from or on behalf of
any other Standstill Party, it being understood that, for purposes of this definition, confidential information shall not include
summary ordinary course information relating to reporting for tax, accounting or investment positions, but confidential information
shall include (x) any materials delivered to the Board of Directors and (y) any projections relating to the Company
or any of its Affiliates, (b) is acting at the direction, request or encouragement of any other Standstill Party or (c) holds
any of the Warrants or any of the commitments or Loans under the Facilities (including pursuant to a participation interest),
(iv) any PIMCO Fund over which the PIMCO Investors or any of their controlled Affiliates (a) controls (or has the right
to control) investment decisions or (b) otherwise causes the direction of the investment policies of such PIMCO Fund and
(v) any fund or investment vehicle managed or advised by a non-controlled Affiliate of the PIMCO Investors if such Affiliate
(a) receives confidential information regarding the Company or any of its Affiliates from or on behalf of any other Standstill
Party, (b) is acting at the direction, request or encouragement of any other Standstill Party or (c) holds any of the
Warrants or any of the commitments or Loans under the Facilities (including pursuant to a participation interest).


 






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“Standstill
Period” means the period beginning on the date of this Agreement and ending on the later of: (i) September 25,
2022 and (ii) thirty (30) days after the date on which the PIMCO Designee is no longer serving on the Board of Directors
(and as of such time the Initial Lenders (x) no longer have rights to designate a PIMCO Designee to be appointed or nominated
for election to the Board of Directors or (y) otherwise has irrevocably and permanently waived in a writing delivered to
the Company its rights under this Agreement to designate a PIMCO Designee to be appointed or nominated for election to the Board
of Directors and all of its other rights under Section 9 hereof).


 


“Stockholder”
means the PIMCO Investors and any other Permitted Reg Rights Holder that holds Registrable Securities.


 


“Suspension”
has the meaning set forth in Section 2(i)(1) hereof.


 


“Suspension
Notice” has the meaning set forth in Section 2(i)(1) hereof.


 


“Transaction
Documents” means this Agreement, the Warrants, the Loan Documents and all other documents, certificates or agreements
executed in connection with the transactions contemplated by this Agreement, the Warrants and the Credit Agreement.


 


“Transactions”
means the transactions expressly contemplated by this Agreement and the other Transaction Documents, including, without limitation,
the exercise by the PIMCO Investors of the Initial Warrants.


 


“Underwritten
Shelf Take-Down” has the meaning set forth in Section 2(b) hereof.


 


“Underwritten
Shelf Take-Down Notice” has the meaning set forth in Section 2(b) hereof.


 


“Warrants”
means the Initial Warrants and any subsequent warrants that may be issued by the Company pursuant to permitted transfers of the
Initial Warrants.


 


The definitions contained
in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to
the feminine and neutral genders of such term.


 






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Section 2.              Registration
Rights.


 


(a)           Shelf
Registration Statement. The Company will use its reasonable best efforts to file with the SEC, as promptly as practicable,
but no later than the close of business on the fifth Business Day following the date on which the Company files its Quarterly
Report on Form 10-Q for the period ended September 30, 2021 (or if a later time for filing is requested by the PIMCO
Investors, at such later time), a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415
under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf
registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating
to the offer and resale of Registrable Securities by any Stockholder at any time and from time to time following the date on which
the Shelf Registration Statement is filed in accordance with the methods of distribution set forth in the Plan of Distribution
section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not immediately effective, the Company
shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared or otherwise become effective
under the Securities Act. For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain
the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any
Suspension that may occur as described in Section 2(i) hereof, and shall use its reasonable best efforts to promptly
replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration
Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).


 


(b)           Right
to Request Shelf Take-Down. At any time and from time to time during the Shelf Period, one or more of the Stockholders
may, by written notice to the Company, request an offering of all or part of the Registrable Securities held by the Stockholders
(a “Shelf Take-Down”). Any Stockholder may, after any Shelf Registration Statement becomes effective, deliver
a written notice to the Company (the “Underwritten Shelf Take-Down Notice”) specifying that a Shelf Take-Down
is intended to be conducted through an underwritten offering (including by means of a Block Trade) (such underwritten offering,
an “Underwritten Shelf Take-Down”), which shall specify the number of Registrable Securities intended to be
included in such Underwritten Shelf Take-Down; provided, however, that the Stockholders may not, without the Company’s
prior written consent, (i) launch an Underwritten Shelf Take-Down the anticipated gross proceeds of which shall be less than
the Minimum Amount, unless the number of Registrable Securities to be sold in such offering represents all of the remaining Registrable
Securities or (ii) launch an Underwritten Shelf Take-Down within the period commencing twelve (12) days after the end of
the second month of each fiscal quarter or year and ending two (2) Business Days following the Company’s filing of
its earnings release for any fiscal quarter or year, respectively (or such shorter period as is the Company’s customary
 “blackout window” applicable to directors and officers). In the event of an Underwritten Shelf Take-Down, the Company
shall select the managing underwriter(s) to administer the Underwritten Shelf Take- Down; provided that such managing
underwriter(s) are reasonably acceptable to the Stockholder delivering the related Underwritten Shelf Take-Down Notice. The
Stockholders shall be entitled to deliver a maximum of three (3) notices in the aggregate to the Company of its intention
to effect a sale or distribution of all or part of its Registrable Securities in an Underwritten Shelf Take-Down pursuant to this
Section 2(b) (including any Demand Registration pursuant to Section 2(d) below); provided
that the Company shall not be required to file a prospectus supplement with respect to an Underwritten Shelf Take-Down pursuant
to this Section 2(b) within ninety (90) days following the effective date of any prior Underwritten Shelf Take-Down
or Demand Registration Statement by any Stockholder. The Company and the Stockholder or Permitted Reg Rights Holder participating
in an Underwritten Shelf Take-Down will enter into an underwriting agreement in customary form with the managing underwriter(s) selected
for such offering.


 






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(c)           Demand
Registration Statement if Shelf Registration Statement Unavailable. If the Company is ineligible to file with the SEC
a shelf registration statement on Form S-3 (or successor form) in accordance with Section 2(a) hereof, upon
the written request of one or more Stockholders (a “Demand Registration”), the Company shall use reasonable
best efforts to file promptly a registration statement on Form S-1 (or successor form) (a “Demand Registration Statement”)
registering for resale such number of shares of Registrable Securities requested to be included in the Demand Registration Statement
and have the Demand Registration Statement declared effective under the Securities Act as promptly as practicable. After any Demand
Registration Statement has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration
Statement continuously effective until all of the Registrable Securities covered by such Demand Registration Statement have been
sold in accordance with the plan of distribution set forth therein or are no longer outstanding.


 


(d)           Limitations
on Demand Registrations. The Stockholders shall be entitled to request a maximum of three (3) Demand Registrations
in the aggregate (including any Underwritten Shelf Take-Down pursuant to Section 2(b) above); provided
that the Company shall not be required to file a registration statement pursuant to Section 2(c) hereof (i) within
ninety (90) days following the effective date of any prior Demand Registration Statement or Underwritten Shelf Take-Down or (ii) if
the anticipated gross proceeds of an underwritten offering conducted pursuant to such Demand Registration Statement does not equal
or exceed the Minimum Amount, unless the number of Registrable Securities to be sold in such offering represents all of the remaining
Registrable Securities. A registration shall not count as a Demand Registration until the related Demand Registration Statement
has been declared effective by the SEC.


 


(e)           Piggyback
Registration. If, at any time after September 25, 2021, the Company proposes or is required to file a Registration
Statement under the Securities Act with respect to an offering of Common Stock or similar equity securities of the Company, whether
or not for sale for its own account, on a form and in a manner that would permit registration of the Registrable Securities, which,
for the avoidance of doubt, shall exclude any Special Registration, the Company shall give written notice as promptly as practicable,
but not later than ten (10) days prior to the anticipated date of filing of such Registration Statement, to the Stockholders
of its intention to effect such registration and, in the case of each Stockholder, shall include in such registration all of such
Stockholder’s Registrable Securities with respect to which the Company has received a written request from such Stockholder
for inclusion therein (a “Piggyback Registration” and any such requesting Stockholder that has not withdrawn
its Registrable Securities from such Piggyback Registration a “Piggyback Stockholder” with respect to such
Piggyback Registration). In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable
Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at
any time at least three (3) Business Days prior to the effective date of the Registration Statement relating to such Piggyback
Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 2(e), whether or
not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration shall count
as a Demand Registration or Underwritten Shelf Take-Down to which the Stockholders are entitled.


 






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(f)            Selection
of Underwriters; Right to Participate. The Company shall have the right to select the managing underwriter(s) to
administer an offering pursuant to a Demand Registration Statement or Underwritten Shelf Take-Down; provided that such
managing underwriter(s) are reasonably acceptable to the Stockholders delivering the Demand Registration request or the Underwritten
Shelf Take-Down Notice. If a Piggyback Registration under Section 2(e) hereof is proposed to be underwritten,
the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2(e) hereof.
In such event, the managing underwriter(s) to administer the offering shall be chosen by the Company in its sole discretion.
A Stockholder may participate in a registration or offering hereunder only if such Stockholder (i) agrees to sell such Registrable
Securities on the basis provided in any underwriting agreement with the underwriter(s) and (ii) completes and executes
all customary questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents
reasonably requested under the terms of such underwriting arrangements customary for selling stockholders to enter into in secondary
underwritten public offerings. Notwithstanding anything to the contrary herein, any underwriting agreement shall contain such
representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Stockholders
as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. The representations,
warranties and indemnity of the selling stockholders shall be limited to those customary for offerings under the circumstances.


 


(g)           Priority
of Securities Offered Pursuant to Demand Registrations and Underwritten Shelf Take-Downs. If the managing underwriter(s) of
a Demand Registration or Underwritten Shelf Take-Down shall advise the Company and the Stockholders in writing that, in its good
faith opinion, the total number or dollar amount of shares of Common Stock requested to be included in such Demand Registration
or Underwritten Shelf Take-Down exceeds the number or dollar amount that can be sold in such offering without having an adverse
effect on such offering, including the price at which such shares can be sold, then the Company shall include in such Demand Registration
or Underwritten Shelf Take-Down the maximum number of shares that such underwriter or agent, as applicable, advises can be so
sold without having such adverse effect, allocated (i) first, to Registrable Securities requested by the Stockholders to
be included in such Demand Registration or Underwritten Shelf Take-Down, pro rata among all such Stockholders on the basis of
the number of Registrable Securities held by such Stockholders, and (ii) second, if clause (i) above is satisfied, to
any securities requested to be included therein by any other Persons (including the Company), allocated among such Persons on
a pro rata basis or in such other manner as they may agree.


 






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(h)           Priority
of Securities Offered Pursuant to Piggyback Registration. If the managing underwriter(s) of a registration of
shares of Common Stock giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Stockholders
with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of shares
of Common Stock proposed to be sold in such offering and Registrable Securities requested by such Piggyback Stockholders to be
included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse
effect on such offering, including the price at which such shares can be sold, then the Company shall include in such registration
the maximum number of shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse
effect, allocated (i) first, to shares of Common Stock requested to be included by the Company, (ii) second, if clause
(i) above is satisfied, to Registrable Securities requested by the Piggyback Stockholders to be included in such Piggyback
Registration, pro rata among all such Piggyback Stockholders on the basis of the number of Registrable Securities held by all
such Piggyback Stockholders, and (iii) third, if clauses (i) and (ii) above are satisfied, any shares requested
to be included therein by any other Persons (other than the Company), allocated among such Persons on a pro rata basis or in such
other manner as they may agree.


 


(i)            Postponement;
Suspensions; Blackout Period.


 


(1)            The
Company may postpone the filing or the effectiveness of a Demand Registration Statement or commencement of a Shelf Take-Down (or
suspend the continued use of an effective Demand Registration Statement or Shelf Registration Statement), including requiring
the Stockholders to suspend any offerings of Registrable Securities pursuant to this Agreement, (i) during the pendency of
a stop order issued by the SEC suspending the use of any registration statement of the Company or proceedings initiated by the
SEC with respect to any such registration statement under Section 8(d) or 8(e) of the Securities Act or (ii) if,
based on the good faith judgment of the Board of Directors, such postponement or suspension is necessary in order to avoid materially
detrimental disclosure of material non-public information that the Board of Directors, after consultation with outside counsel
to the Company, has in good faith determined (A) would be required to be made in any Demand Registration Statement or Shelf
Registration Statement so that such Registration Statement does not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) such
disclosure would not be required to be made at such time but for the filing or continued use of such Registration Statement and
(C) the Company has a bona fide business purpose for not disclosing publicly, and the Company delivers to the Stockholders
participating in such registration an officers’ certificate executed by the Company’s principal executive officer
and principal financial officer stating the Company may, upon giving prompt written notice (a “Suspension Notice”)
of such action to the Stockholders participating in such registration, postpone or suspend use of the Demand Registration Statement
or Shelf Registration Statement, as applicable (any such postponement or suspension pursuant to this Section 2(i)(1)(i) or
(ii), a “Suspension”); provided, however, in each case, that the Stockholder requesting
a Demand Registration Statement or Shelf Take-Down shall be entitled, at any time after receiving a Suspension Notice or similar
notice and before such Demand Registration Statement becomes effective or before such Shelf Take-Down is commenced, to withdraw
such request and, if such request is withdrawn, the Company shall be responsible for all Registration Expenses, including the
reasonable and documented fees of one legal counsel for all Stockholders, such reimbursement of the Stockholders not to exceed
$50,000, and such Demand Registration or Shelf Take-Down shall not count as a Demand Registration or an Underwritten Shelf Take-Down.
If Stockholders otherwise withdraw a request for an Underwritten Shelf Take-Down or a Demand Registration, other than following
the receipt of a Suspension Notice, the Stockholders shall pay all expenses incurred by the Company in connection with such withdrawn
registration unless such withdrawn registration shall count as a Demand Registration and an Underwritten Shelf Take-Down. The
Company shall provide prompt written notice to the Stockholders (an “End of Suspension Notice”) of (x) the
Company’s decision to file or seek effectiveness of such Demand Registration Statement or commence such Shelf Take-Down
following such Suspension and (y) the effectiveness of such Demand Registration Statement or commencement of such Shelf Take-Down.
Notwithstanding the provisions of this Section 2(i)(1), with respect to Section 2(i)(1)(ii), the Company
shall not effect a Suspension of the filing or effectiveness of a Demand Registration Statement or the commencement of a Shelf
Take-Down more than three (3) times during any twelve-month period or for a period in the aggregate exceeding one hundred
and eighty (180) days in any twelve-month period. No Stockholder shall effect any sales of shares of Common Stock pursuant to
a Demand Registration Statement or Shelf Registration Statement at any time after it has received a Suspension Notice from the
Company and prior to receipt of an End of Suspension Notice.


 






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(2)            Each
Stockholder agrees that, except as required by applicable law, it shall treat as confidential the receipt of any Suspension Notice
hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent
of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure
by such Stockholder in breach of the terms of this Agreement.


 


(j)            Supplements
and Amendments. The Company shall supplement and amend any Shelf Registration Statement if required by the Securities
Act or the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration
Statement.


 


(k)            Subsequent
Holder Notice. If a Person becomes entitled to the benefits of this Agreement pursuant to Section 6 hereof
after a Shelf Registration Statement becomes effective under the Securities Act, the Company shall, as promptly as practicable,
following delivery of written notice to the Company and request for such Person’s name to be included as a selling securityholder
in the prospectus related to the Shelf Registration Statement:


 


(1)            if
required and permitted by applicable law, file with the SEC a supplement to the related prospectus or a post-effective amendment
to the Shelf Registration Statement so that such Person is named as a selling securityholder in the Shelf Registration Statement
and the related prospectus in such a manner as to permit such Person to deliver a prospectus to purchasers of the Registrable
Securities in accordance with applicable law;


 


(2)            if,
pursuant to Section 3(a)(ii) hereof, the Company shall have filed a post-effective amendment to the Shelf Registration
Statement that is not automatically effective, use its reasonable best efforts to cause such post-effective amendment to become
promptly effective under the Securities Act; and


 


(3)            promptly
notify such Permitted Reg Rights Holder after the effectiveness under the Securities Act of any post-effective amendment filed
pursuant to Section 3(a)(ii) hereof; provided, however, that the Company shall not be required
to file more than one (1) post-effective amendment or supplement to the related prospectus pursuant to this clause (k) of
this Section 2 for any fiscal quarter.


 






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Section 3.               Registration
Procedures.


 


(a)           Filing
and Other Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration
of any Registrable Securities under the Securities Act as provided in Section 2 hereof, the Company shall effect such
registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition
thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as promptly as practicable:


 


(i)            prepare
and file with the SEC (as promptly as reasonably practicable, but no later than forty-five (45) days after a request for a Demand
Registration, subject to the postponement provisions herein) the Demand Registration Statement (including a Prospectus therein
and any supplement thereto and all exhibits and financial statements required by the SEC to be filed therewith) to effect such
registration and, subject to the efforts standard herein, cause such Registration Statement to become effective, and provide copies
of all such documents proposed to be filed or furnished to (x) one (1) counsel of the Stockholder, and provide such
legal counsel a reasonable opportunity to review and comment on such documents (other than Exchange Act reports incorporated by
reference thereto), and (y) the other representative(s) on behalf of the Stockholders included in such Registration
Statement (to be chosen by the Stockholders) and any managing underwriter(s), and the representative(s) and the managing
underwriter(s) and their respective counsel shall have the reasonable opportunity to review and comment thereon, and the
Company will make such changes and additions thereto as may reasonably be requested by such counsel and the representative(s) and
the managing underwriter(s) and their respective counsel prior to such filing, unless the Company reasonably objects to such
changes or additions;


 


(ii)            prepare
and file with the SEC such pre- and post-effective amendments and supplements to a Shelf Registration Statement or Demand Registration
Statement, and the Prospectus used in connection therewith or any free writing prospectus (as defined in SEC rules) as may be
required by applicable securities laws or reasonably requested by the Stockholder or any managing underwriter(s) to maintain
the effectiveness of such registration and to comply with the provisions of applicable securities laws with respect to the disposition
of all securities covered by such registration statement during the period in which such Registration Statement is required to
be kept effective, and before filing such amendments or supplements, provide copies of all such documents proposed to be filed
or furnished to counsel of the Stockholder, which documents (other than Exchange Act reports incorporated by reference) shall
be subject to the review and comment of such counsel;


 


(iii)            furnish
to each Stockholder of the securities being registered and each managing underwriter without charge, such reasonable number of
conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all
exhibits other than those which are being incorporated into such Registration Statement by reference and that are publicly available),
such reasonable number of copies of the Prospectus contained in such Registration Statement and any other Prospectus filed under
Rule 424 under the Securities Act in conformity with the requirements of the Securities Act, and such other documents, as
the Stockholders and any managing underwriter(s) may reasonably request;


 






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(iv)           use
its reasonable best efforts to register or qualify all Registrable Securities under such other securities or “blue sky”
laws of such jurisdictions as the Stockholders and any managing underwriter(s) may reasonably request; provided, however,
that the Company shall not for any such purpose be required to qualify generally to do business as a foreign company in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3, or to consent to general service of process
in any such jurisdiction, or to be subject to any material tax obligation in any such jurisdiction where it is not then so subject;


 


(v)            as
promptly as is reasonably practicable, notify the Stockholders and any managing underwriter(s) at any time when the Company
becomes aware that a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any
event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made, and, to, as promptly as is reasonably practicable, prepare
and furnish without charge to the Stockholders and any managing underwriter(s) a reasonable number of copies of a supplement
to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities,
such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;


 


(vi)           provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement
not later than the effective date of such Registration Statement;


 


(vii)          use
its reasonable best efforts to list all Registrable Securities covered by such Registration Statement on the principal securities
exchange on which any such class of securities is then listed and cause to be satisfied all requirements and conditions of such
securities exchange to the listing of such securities that are reasonably within the control of the Company;


 


(viii)         notify
each Stockholder and any managing underwriter(s), as soon as is reasonably practicable, after it shall receive notice thereof,
of the time when such Registration Statement, or any post-effective amendments to the Registration Statement, shall have become
effective;


 






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(ix)            to
make available to each Stockholder whose Registrable Securities are included in such Registration Statement and any managing underwriter(s) as
soon as reasonably practicable after the same is prepared and distributed, filed with the SEC, or received by the Company, an
executed copy of each letter written by or on behalf of the Company to the SEC or the staff of the SEC (or other governmental
agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), and
any item of correspondence received from the SEC or the staff of the SEC (or other governmental agency or self-regulatory body
or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to such Registration
Statement, it being understood that each Stockholder receiving such material from the Company that is confidential shall and shall
cause its representatives to keep such materials confidential. The Company will as soon as reasonably practicable notify the Stockholders
and any managing underwriter(s) of the effectiveness of such Registration Statement or any post-effective amendment or the
filing of the prospectus supplement contemplated herein. The Company will as soon as reasonably practicable respond reasonably
and completely to any and all comments received from the SEC or the staff of the SEC, with a view towards causing such Registration
Statement or any amendment thereto to be declared effective by the SEC as soon as reasonably practicable and shall file an acceleration
request as soon as reasonably practicable following the resolution or clearance of all SEC comments or, if applicable, following
notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review;


 





(x)            advise
each Stockholder and any managing underwriter(s), promptly after it shall receive notice or obtain knowledge thereof, of (A) the
issuance of any stop order, injunction or other order or requirement by the SEC suspending the effectiveness of such Registration
Statement or the initiation or threatening of any proceeding for such purpose and use its reasonable best efforts to prevent the
issuance of any stop order, injunction or other order or requirement or to obtain its withdrawal if such stop order, injunction
or other order or requirement should be issued, (B) the suspension of the registration of the subject shares of the Registrable
Securities in any state jurisdiction and (C) the removal of any such stop order, injunction or other order or requirement
or proceeding or the lifting of any such suspension;


 


(xi)            in
connection with a customary due diligence review, make available for inspection by one (1) representative chosen by the Stockholders
whose Registrable Securities are included in such registration statement and any managing underwriter(s), at reasonable times
and in a reasonable manner, all pertinent financial and other records and corporate documents of the Company, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative of the Stockholders
and any managing underwriter(s) to conduct a reasonable investigation within the meaning of Section 11 of the Securities
Act that is customary for a participant in a securities offering in connection with such registration statement; provided,
however, that the foregoing investigation and information gathering shall be coordinated on behalf of such parties by one
(1) firm of counsel designated by and on behalf of such parties, and that any information that is not generally publicly
available at the time of delivery of such information shall be kept confidential by such parties pursuant to customary confidentiality
agreements;


 


(xii)          if
requested by any Stockholder or any managing underwriter(s), as promptly as is reasonably practicable, incorporate in a prospectus
supplement or post-effective amendment such information as such Stockholder or managing underwriter(s) reasonably requests
to be included therein, including, without limitation, with respect to the Registrable Securities being sold by such Stockholder,
the purchase price being paid therefor by any underwriter(s) and with respect to any other terms of an underwritten offering
of the Registrable Securities to be sold in such offering, and as promptly as is reasonably practicable, make all required filings
of such prospectus supplement or post-effective amendment;


 






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(xiii)         reasonably
cooperate with each Stockholder and any managing underwriter(s) participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority;


 


(xiv)         in
the case of an underwritten offering, (A) enter into such customary agreements (including an underwriting agreement in customary
form), (B) take all such other customary actions as the managing underwriter(s) reasonably request in order to expedite
or facilitate the disposition of such Registrable Securities (including, without limitation, causing senior management and other
Company personnel to reasonably cooperate with the Stockholder(s) whose Registrable Securities are included in a Registration
Statement and the underwriter(s) in connection with performing due diligence) and (C) cause its counsel to issue opinions
of counsel addressed and delivered to the underwriter(s) in form, substance and scope as are customary in underwritten offerings,
subject to customary limitations, assumptions and exclusions; and


 


(xv)          if
requested by the managing underwriter(s) of an underwritten offering, use its reasonable best efforts to cause to be delivered,
upon the pricing of any underwritten offering, and at the time of closing of a sale of Registrable Securities pursuant thereto,
 “comfort” letters from the Company’s independent registered public accountants addressed to the underwriter(s) stating
that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and
regulations adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting matters
as are customarily covered by “comfort” letters of the independent registered public accountants delivered in connection
with primary underwritten public offerings; provided, however, that such recipients furnish such written representations
or acknowledgements as are customarily required to receive such comfort letters.


 


(b)            Conditions
to Registration Rights. Subject to the last sentence of this Section 3(b), as a condition precedent to
the obligations of the Company to file any Registration Statement, each Stockholder shall furnish in writing to the Company such
information regarding such Stockholder (and any of its Affiliates), the Registrable Securities to be sold and the intended method
of distribution of such Registrable Securities reasonably requested by the Company as is reasonably necessary or advisable for
inclusion in the Registration Statement relating to such offering pursuant to the Securities Act. Notwithstanding the foregoing,
in no event will any party be required to disclose to any other party any personally identifiable information or personal financial
information in respect of any individual, or confidential information of any Person.


 


Each Stockholder agrees
by acquisition of the Registrable Securities that (i) upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(a)(v) hereof, such Stockholder shall forthwith discontinue its disposition
of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Stockholder’s
receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(a)(v) hereof; (ii) upon
receipt of any notice from the Company of the happening of any event of the kind described in clause (A) of Section 3(a)(x) hereof,
such Stockholder shall discontinue its disposition of Registrable Securities pursuant to such registration statement until such
Stockholder’s receipt of the notice described in clause (C) of Section 3(a)(x) hereof;
and (iii) upon receipt of any notice from the Company of the happening of any event of the kind described in clause (B) of
Section 3(a)(x) hereof, such Stockholder shall discontinue its disposition of Registrable Securities pursuant
to such registration statement in the applicable state jurisdiction(s) until such Stockholder’s receipt of the notice
described in clause (C) of Section 3(a)(x) hereof. The length of time that any registration
statement is required to remain effective shall be extended by any period of time that such registration statement is unavailable
for use pursuant to this paragraph, provided, however, in no event shall any Registration Statement be required
to remain effective after the date on which all Registrable Securities cease to be Registrable Securities.


 






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Each Stockholder that
beneficially owns at least 5% of the Common Stock shall enter into a customary lockup agreement in any underwritten offering (including
any Block Trades) by the Company for a specified period (not to exceed 180 days plus customary extension periods) following such
offering, if so requested by the managing underwriter(s) of such offering, provided that the Company’s executive officers
and directors enter into a similar agreement.


 


Section 4.              Indemnification.


 


(a)            Indemnification
by the Company. The Company agrees to indemnify, hold harmless and reimburse, to the fullest extent permitted by law,
each Stockholder, its Affiliates, partners, officers, directors, employees, advisors, representatives and agents, and each Person,
if any, who controls such Stockholder within the meaning of the Securities Act or the Exchange Act, against any and all losses,
penalties, liabilities, claims, damages and expenses, joint or several (including, without limitation, reasonable attorneys’
fees and any expenses and reasonable costs of investigation), as incurred, to which the Stockholders or any such indemnitees may
become subject under the Securities Act or otherwise, insofar as such losses, penalties, liabilities, claims, damages and expenses
(or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration Statement under which such Registrable Securities
were registered and sold under the Securities Act, any Prospectus contained therein, or any amendment or supplement thereto, or
arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or any violation
of the Securities Act or state securities laws or rules thereunder by the Company relating to any action or inaction by the
Company in connection with such registration (provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, penalty, liability, claim, damage or expense (or action or proceeding in respect thereof)
arises out of or is based upon an untrue statement or alleged statement or omission or alleged omission made in such Registration
Statement, any such Prospectus, amendment or supplement in reliance upon and in conformity with written information about a Stockholder
which is furnished to the Company by such Stockholder specifically for use in such registration statement). Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of such Stockholder or any indemnified party
and shall survive the transfer of such securities by such Stockholder.


 






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(b)            Indemnification
by the Stockholders. Each Stockholder agrees to indemnify and hold harmless (in the same manner and to the same extent
as set forth in Section 4(a) hereof) the Company, each member of the Board of Directors, each officer, employee,
advisor, representative and agent of the Company, Affiliates of the foregoing and each Person, if any, who controls any of the
foregoing within the meaning of the Securities Act or the Exchange Act, with respect to any untrue statement or alleged untrue
statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any
Prospectus contained therein, or any amendment or supplement thereto, to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written
information about such Stockholder furnished to the Company by such Stockholder specifically for inclusion in such Registration
Statement, Prospectus, amendment or supplement and has not been corrected in a subsequent Registration Statement, any Prospectus
contained therein, or any amendment or supplement thereto prior to or concurrently with the sale of the Registrable Securities
to the person asserting the claim; provided, however, that the Stockholder shall not be liable for any amounts in
excess of the net proceeds received by such Stockholder from sales of Registrable Securities pursuant to the registration statement
to which the claims relate, and provided, further, that the obligations of the Stockholders shall be several and
not joint and several. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Company or any indemnified party and shall survive the transfer of such securities by the Company.


 


(c)            Notices
of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or
proceeding involving a claim referred to in the preceding paragraphs of this Section 4, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying
party of the commencement of such action; provided, however, that the failure of any indemnified party to give
notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 4,
except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such
action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with respect to such claim, such indemnified party shall
permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) the
indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such
person within a reasonable time after receipt of notice of such claim from the person entitled to indemnification hereunder.
If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject
to any liability for any settlement made by the indemnified party without its consent. If such defense is assumed by the
indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the
applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified
party of all liability in respect to such claim or litigation or (ii) the indemnified party otherwise consents in
writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated
to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may
exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.
The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.


 






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The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of
the indemnified party and shall survive the transfer of securities.


 


(d)            Contribution.
If the foregoing indemnity is held by a Governmental Authority of competent jurisdiction to be unavailable to the Company or any
Stockholder, or is insufficient to hold harmless an indemnified party, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of the loss, penalty, liability, claim, damage or expense in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, and the relative benefits
received by the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. No indemnified
party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation. In connection with any registration
statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and of the indemnified
party on the other 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 by the indemnified party, and by such party’s relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 4, no Stockholder
shall be required to contribute an amount greater than the net proceeds received by such Stockholder from sales of Registrable
Securities pursuant to the Registration Statement to which the claims relate (after taking into account the amount of damages
which such Stockholder has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material
fact or omissions or alleged omissions of material fact made in any Registration Statement or Prospectus or any amendment thereof
or supplement thereto related to such sale of Registrable Securities).


 


(e)            No
Exclusivity. The remedies provided for in this Section 4 are not exclusive and shall not limit any rights
or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.


 


Section 5.              Covenants
Relating to Rule 144. The Company covenants that it shall use its reasonable best efforts to timely file (after
taking into account any time accommodating and applicable SEC rules) all reports and other documents required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder (or, if the
Company is not required to file such reports, it will, upon the request of any Stockholder, make publicly available such information
as necessary to permit sales pursuant to Rule 144 under the Securities Act). Upon the written request of any Stockholder,
the Company will deliver to such Stockholder a written statement that it has complied with such requirements. The Company shall,
in connection with any request by an Stockholder in connection with a sale, transfer or other disposition by any Stockholder of
any Registrable Securities pursuant to Rule 144 either currently or prospectively with unspecified timing, promptly cause
the removal of any restrictive legend or similar restriction on the Registrable Securities, and, in the case of book-entry shares,
make or cause to be made appropriate notifications on the books of the Company’s transfer agent for such number of shares
and registered in such names as the Stockholders may reasonably request and to provide a customary opinion of counsel and instruction
letter required by the Company’s transfer agent; provided, however, that the taking of such action by the
Company is conditioned on the Company receiving all information and documentation reasonably necessary to support such actions
and make a determination that such transfer complies with applicable law.


 






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Section 6.              Transfer
of Registration Rights. After September 25, 2021, a Stockholder may transfer or assign all or any portion of
its registration rights provided in Sections 2, 3, 4 and 5 hereof to a Permitted Reg Rights
Holder (such Person to be deemed a “Stockholder” under this Agreement); provided, however, that, in
each case (i) such transferee or assignee agrees in writing to be bound by, and subject to, this Agreement pursuant to a
written instrument in form and substance reasonably acceptable to the Company and (ii) such transfer or assignment
otherwise complies with Section 10(e) hereof; and provided, further, that prior to such date,
a Stockholder shall be permitted to transfer or assign all or any portion of its registration rights to any of its
Affiliates. During the Standstill Period, any future holder of a Warrant shall agree to be bound by Section 8
hereof, whether or not such Person is entitled to registration rights hereunder.


 


Section 7.              Termination
of Registration Rights. The registration rights of each Stockholder under this Agreement shall terminate upon the date
that all of the Registrable Securities held by such Stockholder cease to be Registrable Securities. Notwithstanding the foregoing,
the obligations of the parties under Sections 3(a)(viii), 4, 5 and 10 hereof and this Section 7
shall survive the termination of such registration rights.


 


Section 8.              Standstill.
The Standstill Parties agree that during the Standstill Period, they shall not, and shall cause their Affiliates not to, directly
or indirectly:


 


(a) effect or seek,
offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or
in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise)
to effect or participate in:


 


(i) any acquisition
of (or obtaining any right to direct the voting or disposition of) any securities (including any derivative securities), or rights
or options to acquire (or obtain any right to direct the voting or disposition of) any securities, or any assets, indebtedness
or businesses of the Company or any of its subsidiaries, in each case, whether or not any of the foregoing may be acquired or
obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within
its control) pursuant to any agreement, arrangement or understanding or otherwise, except as provided in the Warrants; provided,
that, subject to compliance with applicable securities laws, nothing in this Agreement (including but not limited to the restrictions
in this Section 8) will prohibit or restrict any of the Standstill Parties from negotiating, evaluating or trading,
directly or indirectly, in any index, exchange traded fund, benchmark or other basket of securities which may contain or otherwise
reflect the performance of, any securities or indebtedness of the Company or any of its subsidiaries;


 






    20


     


    

 


(ii) any tender
or exchange offer, consolidation, business combination, acquisition, merger or similar extraordinary transaction involving the
Company or any of its subsidiaries or any sale of all or a substantial portion of the assets of the Company or any of its subsidiaries
(it being understood that the foregoing will not restrict the Standstill Parties from tendering shares, receiving payment for
shares or otherwise participating in any such transaction initiated by a third party on the same basis as other stockholders of
the Company or any applicable subsidiary);


 


(iii) any recapitalization,
restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries;
or


 


(iv) any “solicitation”
of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any voting securities of the Company
or any of its subsidiaries or solicit consents from any holder of voting securities of the Company or any of its subsidiaries
or intentionally and deliberately seek to advise or influence any person with respect to the voting of or the granting of any
consent with respect to any voting securities of the Company or any of its subsidiaries;


 


(b) form, join
or in any way participate in a “group” (as defined under the Exchange Act) in connection with the voting securities
of the Company or any of its subsidiaries or otherwise act in concert with any person in respect of any such securities (other
than a “group” solely including other Standstill Parties with respect to any securities of the Company now or hereafter
owned by them);


 


(c) other than
as described in Section 9 hereof or in connection with exercise of any rights under the Transaction Documents, otherwise
act, alone or in concert with others, to nominate a director for election to the board of directors (or similar governing body)
of the Company or any of its subsidiaries or otherwise seek to control or influence the management, board of directors (or similar
governing body) or policies of the Company or any of its subsidiaries;


 


(d) request that
the Company, any of its subsidiaries or any of their representatives amend or waive any provision of this Section 8,
or make any public announcement with respect to the restrictions set forth in this Section 8 or take any action which
would reasonably be expected to require that any Standstill Party, the Company or any of their respective Affiliates make a public
announcement regarding any of the matters set forth in this Section 8; or


 


(e) knowingly advise,
assist, encourage or direct any person to advise, assist or encourage any other persons in connection with any of the foregoing,
unless and until, in the case of each of the foregoing clauses (a) through (e), the Standstill Party has received the
prior written invitation or approval of the Company.


 


Notwithstanding the foregoing, (i) the
Affiliates of any lender party to the Credit Agreement (other than Affiliates of Allianz and the PIMCO Funds) that are subject
to appropriate information barriers shall not be prohibited from acquiring, in the ordinary course of business, up to an aggregate
of 2% of any publicly traded class of outstanding equity securities of the Company held as a passive investment and (ii) the
Affiliates of any lender party to the Credit Agreement (other than Affiliates of Allianz and the PIMCO Funds) may engage in market
making activities in the ordinary course of business.


 






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Notwithstanding the
foregoing, nothing herein shall prohibit the Standstill Parties or their Affiliates from (a) submitting one or more confidential
proposals for a potential non-hostile negotiated transaction to the Chief Executive Officer of the Company (or other individual(s) specifically
designated in writing by the Chief Executive Officer of the Company) so long as such confidential proposals are made in a manner
that would not reasonably be expected to require any Standstill Party, the Company or any of their respective Affiliates to make
a public announcement regarding any such proposal(s); (b) taking any action that is specifically invited in writing by the
Board of Directors; (c) the exercise by PIMCO of its rights and remedies under the Loan Documents after the occurrence and
during the continuation of an event of default; and (d) investing in collateralized loan obligation securities (of any amount
of any class) of any subsidiary of the Company provided that such investments do not result in the Standstill Parties controlling
the controlling-class of such collateralized loan obligation. In addition, nothing in this Section 8 or elsewhere
in this Agreement will prohibit or restrict any PIMCO Director in his or her personal capacity as a director from exercising his
or her rights and fiduciary duties as a director of the Company or restrict his or her discussions solely among other members
of the Board of Directors and/or management, advisors, representatives or agents of the Company; provided that any such
discussions are limited to communications in his or her personal capacity as a director.


 


In no event shall
this Section 8, or any obligation of any Standstill Party pursuant to this Section 8, terminate prior
to the end of the Standstill Period.


 


Section 9.              Director
Rights.


 


(a)            General.
The Board of Directors shall cause the number of directors to be expanded by one (1) and appoint to the Board of Directors
the Initial PIMCO Director as promptly as practicable after the date hereof. At any time following the date hereof and until the
occurrence of the Fall-Away of Director Rights (the “Designee Period”), the Initial Lenders may elect, by notifying
the Company, to have a PIMCO Designee be nominated for election (or reelection) to the Board of Directors.


 


(b)            Board
Nomination. If at any time during the Designee Period and after the appointment of the Initial PIMCO Director, the
Initial Lenders elect to have a PIMCO Designee nominated for election (or reelection) to the Board of Directors, the Company shall
use its reasonable best efforts to cause one (1) PIMCO Designee to be nominated for election (or reelection) to the Board
of Directors at the next annual meeting of the Company’s stockholders. The Company shall recommend that holders of its Common
Stock vote to elect such PIMCO Designee and use its reasonable best efforts to cause the election (or reelection) to the Board
of Directors of a slate of directors that includes such PIMCO Designee, provided that such efforts will not require the
Company to postpone its annual meeting of stockholders or take extraordinary solicitation efforts not taken with regard to the
other nominees to the Board of Directors, including that the Company will not be obligated to pay extraordinary costs with regard
to the election of such PIMCO Designee as a director not paid with regard to the other nominees to the Board of Directors.


 






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(c)            Committee
Membership. The PIMCO Director is entitled to be a member of one of the following committees of the Board of
Directors, as selected by the Board of Directors in its sole discretion: (i) the compensation committee, (ii) the
audit committee or (iii) the nominating and corporate governance committee; provided that in order to serve on
any such committee, the PIMCO Director must be an Independent Director; provided further that the PIMCO Director shall
not be entitled to become or remain a member of any of the above committees of the Board of Directors if the Board of
Directors determines that the PIMCO Director’s service on such committee would violate applicable Law or any
rule or regulation of a stock exchange on which the Common Stock is listed.


 


(d)            Resignation
upon Fall-Away of Director Rights. The irrevocable advance resignation letter delivered by the PIMCO Director pursuant
to Section 9(g)(iv) hereof shall become effective and without further action (other than acceptance of the resignation
by the Board of Directors) upon the Fall-Away of Director Rights, and PIMCO shall no longer have any rights under this Section 9,
including, for the avoidance of doubt, any nomination rights under this Section 9. For purposes of clarity, upon the
occurrence of the Fall-Away of Director Rights, such loss of nomination rights shall be absolute and permanent.


 


(e)            Resignation
at the Request of the Initial Lenders. The irrevocable advance resignation letter delivered by the PIMCO Director pursuant
to Section 9(g)(iv) hereof shall become effective and without further action upon delivery of a request for resignation
by the Initial Lenders. Following the date hereof and until the occurrence of the Fall-Away of Director Rights, (i) in the
event of the death, disability, resignation (including pursuant to the letter of resignation referred to in the immediately preceding
sentence) or removal of the PIMCO Director as a member of the Board of Directors, the Initial Lenders may designate a PIMCO Designee
to replace such PIMCO Director and, subject to the terms of this Section 9 and any applicable provisions of the MGCL, the
Company shall take such action as is reasonably necessary to cause such PIMCO Designee to be appointed to the Board of Directors,
provided that such PIMCO Designee is not an employee, director or Affiliate of a Disqualified Institution.


 


(f)            Director
Indemnification. The Company shall indemnify the PIMCO Director and provide the PIMCO Director with director and officer
insurance to the same extent as it indemnifies and provides such insurance to other members of the Board of Directors, pursuant
to the Company Charter Documents, the MGCL, any director indemnification agreement or otherwise. The Company hereby acknowledges
that the PIMCO Director may have rights to indemnification and advancement of expenses provided by the PIMCO Investors or their
Affiliates (directly or through insurance obtained by any such entity) (collectively, the “Director Indemnitors”).
The Company hereby agrees and acknowledges that (i) it is the indemnitor of first resort with respect to the PIMCO Director,
(ii) it shall be required to advance the full amount of expenses incurred by the PIMCO Director, without regard to any rights
the PIMCO Director may have against any other sources and (iii) to the extent permitted by law, it irrevocably waives, relinquishes
and releases the Initial Lenders and their Affiliates from any and all claims against the Initial Lenders and their Affiliates
for contribution, subrogation or any other recovery of any kind in respect thereof. The Company agrees that the Director Indemnitors
are express third party beneficiaries of the terms of this Section 9(f).


 






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(g)            Conditions
to Director Rights. The Company’s obligations with respect to this Section 9 shall in each case be
subject to (i) such PIMCO Designee’s and such PIMCO Director’s satisfaction of all requirements regarding service
as a director of the Company under applicable Law and stock exchange rules, and all other criteria and qualifications for service
as a director applicable, as in effect as of the date hereof pursuant to the Company’s internal written policies related
thereto (a copy of which has been provided to the Initial Lenders), to all non-executive directors of the Company and (ii) the
PIMCO Director not being or becoming a director or officer of a Disqualified Institution while such individual remains in his
or her role as the PIMCO Director. PIMCO will cause the PIMCO Designee (A) to make himself or herself reasonably available
for interviews, (B) to consent to such reference and background checks or other investigations as the Board of Directors
may reasonably request of all non-executive directors of the Company in order to determine the PIMCO Designee’s eligibility
and qualification to serve as contemplated hereunder, and (C) to provide to the Company a completed copy of the directors
and officers questionnaire submitted by the Company to its other directors in the ordinary course of business. No PIMCO Designee
shall be eligible to serve as a director if he or she (x) has been involved in any of the events enumerated under Item 2(d) or
(e) of Schedule 13D under the Exchange Act or Item 401(f), other than Item 401(f)(1), of Regulation S-K under the Securities
Act or (y) is subject to any order, judgment, injunction, ruling, writ or decree of any Governmental Authority prohibiting
service as a director of any public company. In the event that the PIMCO Director becomes aware that he or she no longer satisfies
all the requirements set forth in the immediately preceding sentence, the PIMCO Director shall deliver to the Company an irrevocable
letter of resignation resigning automatically and without further action (other than acceptance of the resignation by the Board
of Directors), and the Initial Lenders shall be entitled to designate a PIMCO Designee to replace such PIMCO Director and, subject
to the terms of this Section 9 and any applicable provisions of the MGCL, the Company shall take such action as is
reasonably necessary to cause such PIMCO Designee to be appointed to the Board of Directors, provided that such PIMCO Designee
is not an employee, director or Affiliate of a Disqualified Institution. As a condition to the appointment of the Initial PIMCO
Director or a PIMCO Designee’s election to the Board of Directors or nomination for election as a director of the Company
pursuant to this Section 9, such Initial PIMCO Director or PIMCO Designee must provide to the Company:


 


(i)            all
information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for
directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with applicable
Law, any stock exchange rules or listing standards or the Company Charter Documents or corporate governance guidelines;


 


(ii)            all
information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable
to directors or satisfying compliance and legal or regulatory obligations;


 


(iii)            an
undertaking in writing by such Initial PIMCO Director or PIMCO Designee:


 


a.            to
be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, solely to the
extent applicable to all other non-executive directors of the Company; and


 






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b.            at
the request of the Board of Directors, to recuse himself or herself from any determinations, deliberations or discussion of the
Board of Directors or any committee thereof to the extent regarding the Company’s relationship with the Initial Lenders
or any of their Affiliates, or matters related to any exercise of rights by the Company under the Transaction Documents or the
Transactions; and


 


(iv)          an
irrevocable advance resignation letter pursuant to which the Initial PIMCO Director or a PIMCO Designee shall resign from the
Board of Directors and any applicable committees in connection with the events described in Sections 9(d) and 9(e) hereof.


 


(h)            Director
Compensation. The PIMCO Director will not be entitled to compensation as a director.


 


Section 10.
           Miscellaneous.


 


(a)            Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within such State. Each of the parties hereto agrees (i) to submit to the
exclusive personal jurisdiction of the State or Federal courts in the Borough of Manhattan, the City of New York, (ii) that
exclusive jurisdiction and venue shall lie in the State or Federal courts in the State of New York, and (iii) that notice
may be served upon such party at the address and in the manner set forth for such party in Section 10(i) hereof.


 


(b)            Waiver
of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


(c)            Entire
Agreement. This Agreement (including the documents and the instruments referred to herein), together with the Loan
Documents, the Warrants and the documents referenced herein, constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings,
and agreements (including any draft agreements) with respect thereto, whether written or oral, none of which shall be used as
evidence of the parties’ intent.


 


(d)            Amendments
and Waivers. No amendment of any provision of this Agreement shall be valid and binding unless it is in writing and
signed by the Company and the Stockholders representing at least 50% (by number) of the Registrable Securities (with each share
of Common Stock to be received upon exercise of the Warrants counting as one Registrable Security for this purpose). No waiver
of any right or remedy hereunder, to the extent legally allowed, shall be valid unless the same shall be in writing and signed
by the party making such waiver. No waiver by any party of any breach or violation of, default under, or inaccuracy in any representation,
warranty, covenant, or agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent breach,
violation, default of, or inaccuracy in, any such representation, warranty, covenant, or agreement hereunder or affect in any
way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in
exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Notwithstanding the foregoing,
no amendments may be made to this Agreement that adversely affect the rights of any PIMCO Investor disproportionately as compared
with those of other Stockholders hereunder without the prior written consent of such PIMCO Investor.


 






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(e)            Successors
and Assigns. After September 25, 2021, the PIMCO Investors may transfer or assign all or any portion of their
rights provided in this Agreement, subject to Section 6 hereof, in connection with the transfer of the Initial Warrants
without the prior written consent of the Company; provided that such transferee or assignee (x) represents and warrants
to the Company that it is not a Disqualified Institution, and (y) agrees in writing with the Company to be bound by this
Agreement as fully as if it were an initial signatory hereto pursuant to a written instrument in form and substance reasonably
acceptable to the Company, and any such transferee may thereafter make corresponding assignments in accordance with this Section 10(e);
provided, further, that (i) no transfers or assignments of a Warrant or any rights or obligations under this
Agreement shall be permitted to any Disqualified Institution without the prior written consent of the Company, in its sole discretion
and (ii) in no event shall any rights under Section 9 hereof be assigned to any Person that is not a Permitted
Reg Rights Holder pursuant to clause (i) of the definition thereof.


 


(f)            Expenses.
Except as set forth herein, all Registration Expenses incurred in connection with any Registration Statement under this Agreement
shall be borne by the Company. Except as expressly set forth herein, all Selling Expenses relating to securities registered on
behalf of the Stockholders shall be borne by the Stockholders of the Registrable Securities included in such registration. Except
as set forth herein, the obligation of the Company to bear the expenses provided for in this paragraph shall apply irrespective
of whether a Registration Statement becomes effective, is withdrawn or suspended, or converted to any other form of registration
and irrespective of when any of the foregoing shall occur.


 


(g)            Counterparts;
Electronic Signature. This Agreement may be executed and delivered in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This
Agreement may be executed by facsimile, by any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act, or other applicable law, e.g., www.docusign.com or by .pdf
signature by any party and such signature shall be deemed binding for all purposes hereof without delivery of an original signature
being thereafter required.


 


(h)            Severability.
Any term or provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such illegality, invalidity or unenforceability without rendering illegal, invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the legality, validity or enforceability of any of the terms
or provisions of this Agreement in any other jurisdiction. In the event that any provision hereof would, under applicable law,
be illegal, invalid or unenforceable in any respect, each party hereto intends that such provision shall be reformed and construed
by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable
laws and to otherwise give effect to the intent of the parties hereto.


 






    26


     


    

 



 


(i)            Notices.
All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) Business
Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business
Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service or (iii) on
the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business
Day) of transmission by email, in each case to the intended recipient as set forth below:


 


	If to the Stockholder, as follows:
	 	 
	 	Pacific Investment Management Company LLC
	 	650 Newport Center Drive
	 	Newport Beach, CA 92660
	 	Attention: Project Greek Investor c/o PIMCO
	 	Email:      AltsLoanRequests@pimco.com
	 	 
	with a copy (which shall not constitute notice) to:
	 	 
	 	Ropes & Gray LLP
	 	1211 Avenue of the Americas
	 	New York, NY 10036
	 	Attention: Robb L. Tretter
	 	Email:      robb.tretter@ropesgray.com
	 	 
	If to the Company, as follows:
	 	 
	 	Granite Point Mortgage Trust Inc.
	 	3 Bryant Park, 24th Floor
	 	New York, NY 10036
	 	Attention: General Counsel
	 	Email:      legal@gpmtreit.com
	 	 
	with a copy (which shall not constitute notice) to:
	 	 
	 	Skadden, Arps, Slate, Meagher &
    Flom LLP
	 	One Manhattan West
	 	New York, NY 10001
	 	Attention: Joseph A. Coco, Esq.; Michael
    J. Zeidel, Esq.
	 	Email:      joseph.coco@skadden.com;
    michael.zeidel@skadden.com




 


Any party may, from
time to time, by written notice to the other parties, designate a different address, which shall be substituted for the one specified
above for such party.


 






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(j)            Specific
Performance. The parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties shall be entitled
to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement, in addition to any other remedy to which they are entitled at law or in equity.


 


[Signature Pages Follow]


 




    28


     


    


 


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


 


	 	GRANITE POINT MORTGAGE
    TRUST INC.
	 	 
	 	 
	 	By: 	/s/ Marcin Urbaszek
	 	 	Name: Marcin Urbaszek
	 	 	Title: Chief Financial Officer
	 	 
	 	TOCU XXXIX LLC
	 	 
	 	 
	 	By: 	/s/ Russell D. Gannaway
	 		Name: Russell
D. Gannaway
	 		Title: Authorized Person
	 	 
	 	PCRED LENDING IV OFFSHORE LTD.
	 	By: 	Pacific Investment Management Company
    LLC, its Director
	 	 
	 	By: 	/s/ Devin Chen
	 	    	Name: Devin
Chen
	 	    	Title: Executive
Vice President
	 	 
	 	PIF ONSHORE X LP
	 	By: 	Pacific
Investment Management Company LLC, its investment
	 	 manager 
	 	 
	 	By:  	/s/ Devin Chen 
	 	    	Name: Devin Chen
	 	    	Title: Executive
Vice President
	 	 
	 	D3V VIII LLC
	 	 
	 	 
	 	By:  	/s/ Jamie Weinstein 
	 	   	Name: Jamie
Weinstein
	 	    	Title: Authorized
Person
	 	 
	 	HVS XXXI LLC
	 	 
	 	By:  	/s/ Devin Chen
	 		Name: Devin
Chen
	 	   	Title: Authorized
Person



 






    


     


    

 


	 	RSF XV LLC
	 	 
	 	 
	 	By: 	/s/ Russell D. Gannaway
	 		Name: Russell
D. Gannaway
	 		Title: Authorized
Person