Exhibit
4.9


 


REGISTRATION RIGHTS
AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(“Agreement”) is made as of ________________, by and among Memic Innovative Surgery Ltd., an Israeli company
(the “Company”), MedTech Acquisition Sponsor LLC, a Delaware limited liability company (“SPAC Sponsor”),
the equityholders of the Company designated on Schedule A hereto (collectively, the “Memic Equityholders”,
and together with SPAC Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2
of this Agreement, each a “Holder” and collectively the “Holders”), and solely for
purposes of Section 5.7 of this Agreement, MedTech Acquisition Corp., a Delaware corporation (“SPAC”).
Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Business Combination Agreement
(as defined below).


 


RECITALS


 


WHEREAS, SPAC and SPAC
Sponsor are parties to that certain Registration Rights Agreement, dated December 17, 2020 (the “Prior Sponsor Agreement”);


 


WHEREAS, in connection
with the consummation of the transactions (the “Business Combination”) contemplated by the Business Combination
Agreement, dated as of August _____, 2021, by and among the Company, Maestro Merger Sub, Inc., a Delaware corporation (the “Merger
Sub”), and SPAC (the “Business Combination Agreement”), each of SPAC Sponsor and SPAC desire that,
effective upon the Closing (as defined below), the Prior Sponsor Agreement shall be terminated and cancelled in its entirety and shall
be of no further force and effect;


 


WHEREAS, the Company
and the stockholders of the Company listed therein (the “Memic Investors”) are parties to that certain Third
Amended and Restated Investor Rights Agreement, dated November 23, 2020 (the “Prior Memic Agreement”);


 


WHEREAS, in connection
with the consummation of the Business Combination, each of the Company and the undersigned Memic Equityholders, constituting those Memic
Investors who have the authority under the Prior Memic Agreement to terminate the Prior Memic Agreement, desire that, effective upon the
Closing, the Prior Memic Agreement shall be terminated and cancelled in its entirety and shall be of no further force and effect;


 


WHEREAS, this Agreement
is being executed concurrently with the entry into the Business Combination Agreement and will become effective upon the Closing (as defined
below); and


 


WHEREAS, the Holders
and the Company desire to set forth certain matters regarding the ownership of the shares of the Company as set forth herein.


 


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


 




     


     


    

 





ARTICLE I



DEFINITIONS


 


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


 


“Action”
means any claim, action, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation,
by or before any Governmental Authority.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Closing”
shall have the meaning given in the Business Combination Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


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


 


“Existing Investors”
shall have the meaning set forth in the Recitals hereto.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority Inc.


 




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“Foreign Private
Issuer” shall have the meaning set forth in Rule 3b-4 promulgated under the Exchange Act.


 


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


 


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


 


“Governmental
Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory
or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department,
board, bureau, agency or instrumentality, court or tribunal.


 


“Governmental
Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by
or with any Governmental Authority.


 


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


 


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


 


“Law”
means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.


 


“Lockup Agreement”
shall mean the Confidentiality and Lockup Agreement, dated as of [***], 2021, by and among the Company and the other parties thereto,
as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“Lock-Up Period”
shall have the meaning given in the Lockup Agreement.


 


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


 


“Memic Equityholders”
shall have the meaning set forth in the Preamble hereto.


 


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


 


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


 


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


 


“Ordinary Shares”
shall mean the ordinary shares of the Company, NIS 0.01 par value per share.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Lock-up Period pursuant to the Lockup Agreement.


 




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


 


“Plan of Distribution”
shall have the meaning given in Section 2.2.1.


 


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


 


“Registrable Security”
shall mean (a) any outstanding Ordinary Shares, any outstanding Company Preferred Warrants or any Company Warrants held by a Holder immediately
following the Closing (including Ordinary Shares or Company Warrants distributable pursuant to the Business Combination Agreement), (b)
any Ordinary Shares that may be acquired by Holders upon the exercise of a warrant or other right to acquire Ordinary Shares held by a
Holder immediately following the Closing (including Ordinary Shares issuable upon exercise of the Price Adjustment Rights), (c) any Ordinary
Shares or warrants to purchase Ordinary Shares (including any Ordinary Shares issued or issuable upon the exercise of any such warrant)
of the Company otherwise acquired or owned by a Holder following the date hereof to the extent that such securities are “restricted
securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company
and for so long as the Holder may be deemed to be an Underwriter pursuant to Rule 145(c), and (d) any other equity security of the Company
or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or (c) above by way of a stock
dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities
upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement by the applicable Holder; (B) such securities shall have ceased to be outstanding; (C) such securities shall have been otherwise
transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (D) such securities may
be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other
restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker,
dealer or underwriter in a public distribution or other public securities transaction.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


(F)       reasonable
fees and expenses of one legal counsel selected by the majority-in-interest of the securities requested to be registered by the Demanding
Holders in an Underwritten Offering (not to exceed $35,000 without the prior written consent of the Company).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Transactions”
shall have the meaning given in the Recitals hereto.


 


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


 




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“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making
activities.


 


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


 


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


 


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


 


ARTICLE II

REGISTRATIONS AND OFFERINGS


 


2.1             
Shelf Registration.


 


2.1.1       
Filing. The Company shall file within ninety (90) business days after the Closing Date, and use commercially reasonable
efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form
F-1 (such Registration Statement, the “Form F-1 Shelf”), or, if the Company is eligible to use a Registration
Statement on Form F-3, a Shelf Registration on Form F-3 (the “Form F-3 Shelf”), in each case, covering the resale
of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf
shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available
(the “Plan of Distribution”) to, and requested by, any Holder named therein. The Company shall maintain a Shelf
in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and
supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the
Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form F-1 Shelf, the
Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Form
F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3. If the Company is no longer a Foreign Private Issuer,
the Company shall use commercially reasonable efforts to convert the Form F-1 Shelf or Form F-3 Shelf, as applicable, to a Registration
Statement for a Shelf Registration on Form S-1 or S-3, as soon as practicable thereafter, but no later than the date that the Company
is no longer permitted to make filings as a Foreign Private Issuer under the Exchange Act.


 




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


 


2.1.3       
Additional Registrable Securities. In the event that any Holder(s) hold(s) Registrable Securities that are not registered
for resale on a delayed or continuous basis, the Company, upon request of one or more Holders that hold at least, in the aggregate, three
(3.0%) percent of the Registrable Securities, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable
Securities to be covered by either, at the Company’s option, the Shelf (including by means of a post-effective amendment) or a Subsequent
Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf
Registration shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such
Registrable Securities to be so covered twice per calendar year for the Holders.


 


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


 




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2.1.5       
 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good
faith, advises the Company, the Demanding Holders and the Holders requesting piggy-back rights pursuant to this Agreement with respect
to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or
number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all
other Ordinary Shares or other equity securities that the Company desires to sell and all Ordinary Shares or other equity securities,
if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration
rights held by any other shareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the
Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such Underwritten Offering, before including any Ordinary Shares
or other equity securities proposed to be sold by Company or by other holders of Ordinary Shares or other equity securities, the Registrable
Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities
that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate
number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf
Takedown) that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities
in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the
nearest 100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless
the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.


 


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


 




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2.2             
Piggyback Registration.


 


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


 


2.2.2        Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of Ordinary Shares or other equity securities that the Company desires to
sell, taken together with (i) the Ordinary Shares or other equity securities, if any, as to which Registration or a registered
offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of
Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section
2.2 hereof, and (iii) the Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering
has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company,
exceeds the Maximum Number of Securities, then:


 






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


 


(b)              
If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares or other equity
securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included
in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such
Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that
the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity
securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual
arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and


 


(c)              
If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section
2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.


 






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


 


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


 


2.3             
Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade),
each Holder given the opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall
not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this
Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering
or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity
securities, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder
elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten
Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters
managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating
to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering.
Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially
the same terms and conditions as all such Holders).


 


2.4             
Block Trades.


 


2.4.1        Notwithstanding
the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if Demanding
Holders wish to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer
commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably
expected to exceed, in the aggregate, either (x) $50 million or (y) all remaining Registrable Securities held by the Demanding
Holders, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holders need only to notify the
Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as
expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding
Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable
efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the
registration statement, prospectus and other offering documentation related to the Block Trade.


 






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


 


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


 


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


 


ARTICLE III

COMPANY PROCEDURES


 


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


 


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


 


3.1.2       
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder(s) that hold(s), in the aggregate, at least five (5.0%) percent of the
Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by
the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3        prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the
Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal
counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement
(in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such
Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of
Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such Holders;


 






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


 


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


 


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


 


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


 


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


 


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


 






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3.1.10   
permit a representative of any Holder, the Underwriters, if any, and any attorney or accountant retained by such Holder(s) or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters agree to confidentiality
arrangements reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11   
obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering or other coordinated offering that is registered pursuant to a Registration Statement, in customary form and covering such matters
of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent or placement
agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


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


 


3.1.13   
in the event of any Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement,
enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary
form, with the managing Underwriter, sales agent or placement agent of such offering;


 


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


 


3.1.15   
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50 million with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its reasonable efforts to make available senior executives of
the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such
Underwritten Offering; and


 


3.1.16    otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in
connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or
information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent
has not then been named with respect to the applicable Underwritten Offering or other coordinated offering that is registered
pursuant to a Registration Statement.


 






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


 


3.3             
Stock Distributions. Following a pro rata in-kind distribution for no consideration by a Holder, the Company shall file
a prospectus supplement to the applicable Prospectus within five (5) Business Days naming such distributee upon receiving from distributee
(i) a certificate of joinder to this Agreement and (ii) Holder Information.


 


3.4             
Requirements for Participation in Registration Statement Underwritten Offerings. Notwithstanding anything in this Agreement
to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel,
that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person
may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration
initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements
approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,
underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The
exclusion of a Holder’s Registrable Securities as a result of this Section 3.4 shall not affect the registration of the other
Registrable Securities to be included in such Registration.


 


3.5             
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.5.1       
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as
soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may
be resumed.


 


3.5.2        If
the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a)
require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements
that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the
majority of the Board such Registration, cause serious and irreparable harm to the Company and the majority of the Board concludes
as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In
the event the Company exercises its rights under this Section 3.5.2, the Holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or
offer to sell Registrable Securities.


 






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3.5.3       
(a) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the
filing of, and ending on a date one-hundred twenty (120) days after the effective date of, a Company-initiated Registration and provided
that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf
Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company
and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving
prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4.


 


3.5.4       
The right to delay or suspect any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section
3.5.2 or a registered offering pursuant to Section 3.5.3 shall be exercised by the Company, in the aggregate, for not more
than two (2) occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case
during any twelve (12) month period.


 


3.6             
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly
filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have
been furnished or delivered to the Holders pursuant to this Section 3.6. The Company further covenants that it shall take such
further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable
Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule
144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver
to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


3.7              Removal
of Legends. Following completion of the Lock-Up Period and upon Rule 144 becoming available for the resale of any Registrable
Securities, without the requirement for the Company to be in compliance with the current public information required under Rule 144
as to such securities and without volume or manner-of-sale restrictions and expiration of any lock-up agreement applicable to such
Ordinary Shares, the Company shall use its reasonable commercial efforts to cause Company counsel to issue to a transfer agent a
legal opinion to remove the Securities Act legend. Any fees (with respect to the transfer agent, Company counsel or otherwise)
associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. At such time, the Company
will no later than two (2) trading days following a written request by Holder and receipt by legal counsel to the Company of all
customary representation letters and other documentation necessary to issue such opinion in respect of the legend removal (such
second (2nd) trading day, the “Legend Removal Date”), use its reasonable commercial efforts to deliver or
cause to be delivered to such Holder a certificate representing such Ordinary Shares that is free from all restrictive and other
legends or evidence of book-entry positions representing the Ordinary Shares to be delivered to such Holder.


 






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3.7.1       
Acknowledgement. Each Holder hereunder acknowledges its primary responsibilities under the Securities Act and accordingly
will not sell or otherwise transfer the Ordinary Shares or any interest therein without complying with the requirements of the Securities
Act. Both the Company and its transfer agent, and their respective directors, officers, employees and agents, may rely on this Section
3.7.1 and each Holder hereunder will indemnify and hold harmless each of such persons from any breaches or violations of this Section
3.7.1.


 


ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1             
Indemnification.


 


4.1.1       
The Company agrees to indemnify and hold harmless, to the extent permitted by law, each Holder of Registrable Securities, its officers,
directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) as incurred arising out
of or resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information
or affidavit so furnished in writing to the Company by such Holder expressly for use therein, or any violation by the Company of the Securities
Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction of the Company in connection
therewith.


 


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


 






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


 


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


 


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


 






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ARTICLE V

MISCELLANEOUS


 


5.1             
Notices. All notices, requests, claims, demands and other communications among the parties shall be in writing and shall
be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been
sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized
overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following business
day), addressed as follows:


 


	 	
    If to the Company, to:

     

    Memic Innovative Surgery Ltd.

    6 Yonatan Netanyahu

    Or Yehuda 6037604, Israel 
	 
	 	
     Attention:      

     

    Email:
	
    Dvir Cohen

    Noam Atar

     

    dvirco@memicmed.com

    noam@memicmed.com
	 



 


	 	with copies (which shall not constitute notice) to:	
     

     

	 	
    Greenberg Traurig, P.A.

    333 SE 2nd Avenue, Suite 4400

    Miami, Florida 33131
	 
	 	Attention:	Bob Grossman

Joseph A. Herz
	 	Daniella Silberstein
	 	 	 	 






	 	E-mail:	grossmanb@gtlaw.com

    herzj@gtlaw.com
	 	silbersteind@gtlaw.com


 


If to any Holder, to such address indicated on
the Company’s records with respect to such Holder or to such other address or addresses as such Holder may from time to time designate
in writing.


 






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5.2             
Assignment; No Third Party Beneficiaries.


 


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


 


5.2.2       
A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to
any person to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following
such transfer and such person agrees to become bound by the terms and provisions of this Agreement.


 


5.2.3       
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).


 


5.2.4       
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 5.2 shall be null and void,
ab initio.


 


5.2.5       
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2 hereof.


 


5.3             
Captions; Counterparts. The headings, subheadings and captions contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement and any amendment hereto may be executed
in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement or any amendment hereto by electronic means, including docusign,
e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any amendment hereto.


 


5.4             
Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement,
shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the
law of any jurisdiction other than the State of Delaware.


 




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5.5             
 Jurisdiction; Waiver of Jury Trial.


 


5.5.1       
Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State
of Delaware, for the purposes of any Proceeding (as defined in the Business Combination Agreement), claim, demand, action or cause of
action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of the parties hereto
in respect of this Agreement, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in
any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding
has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way
of motion or as a defense, counterclaim or otherwise, in any Proceeding, claim, demand, action or cause of action against such party (i)
arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect
of this Agreement, (A) any claim that such party is not personally subject to the jurisdiction of the courts as described in this Section
5.5 for any reason, (B) that such party or such party’s property is exempt or immune from the jurisdiction of any such court
or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid
of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Proceeding, claim, demand, action or cause of action
in any such court is brought against such party in an inconvenient forum, (y) the venue of such Proceeding, claim, demand, action or cause
of action against such party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such party in
or by such courts. Each party agrees that service of any process, summons, notice or document by registered mail to such party’s
respective address set forth in Section 5.5 shall be effective service of process for any such Proceeding, claim, demand, action
or cause of action.


 


5.5.2       
THE PARTIES HERETO EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING, CLAIM,
DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART
OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.


 




    21


     


    

 


5.6             
 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total
Registrable Securities as of the time of any waiver or amendment, compliance with any of the provisions, covenants and conditions set
forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material
rights or obligations hereunder of a Holder of the Registrable Securities, the written consent of such Holder will also be required. No
course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the
Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or
the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.7             
Termination of Prior Sponsor Agreement and Prior Memic Agreement. Effective as of the Closing, this Agreement shall supersede
and replace in its entirety the terms and conditions of the Prior Sponsor Agreement and the Prior Memic Agreement, each of which shall
be null and void and of no further force or effect, without any action or notice on the part of the Parties hereto.


 


5.8             
Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable
Securities. The provisions of Sections 3.5, 5.1, 5.4, and 5.5, and Article IV shall survive any termination.


 


5.9             
Termination if Business Combination Agreement is Terminated. In the event the Business Combination Agreement is terminated
in accordance with its terms, this Agreement shall automatically terminate and be of no further force and effect, except for Article
IV and Sections 5.1, 5.4, and 5.5, which shall survive such termination.


 


5.10         
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.


 


[SIGNATURE PAGES FOLLOW]


 




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


 


	 	COMPANY:
	 	MEMIC INNOVATIVE SURGERY LTD.
	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


	 	MEDTECH ACQUISITION SPONSOR, LLC
	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  



 


[Signature Page to Registration Rights Agreement]


 



     


     


    

 


Schedule A


 


Memic Equityholders


 


	Ariel Scientific Innovations Ltd.	 	Incentive II Management Ltd.
	Boaz Ben-Moshe	 	OurCrowd (Investment in Memic) L.P.
	Nir Shvalb	 	OurCrowd International Investment II, L.P.
	U.M. Accelmed Medical Partners L.P.	 	OurCrowd International Investment III L.P.
	Mivtach Shamir Technologies (2000) Ltd.	 	OurCrowd 50 III L.P.
	Peregrine VC Investments II (Israel) L.P.	 	OurCrowd GP Investment Fund, L.P.
	Peregrine VC Investments II (US Investors) L.P.	 	OurCrowd 50 II L.P.
	Peregrine VC Investments II (Other Investors) L.P.	 	OurCrowd Squared II L.P.
	Peregrine VC Investments III (Israel) L.P.	 	OurCrowd Squared L.P.
	Peregrine VC Investments III (Other Investors), L.P.	 	OurCrowd 50 L.P.
	Peregrine VC Investments III (U.S. Investors), L.P.	 	OurCrowd Nominee L.P.
	Peregrine Ventures Management Ltd.	 	Highline Investments LLC
	Peregrine VC Investments IV (IL) L.P.	 	Doing 4 S.R.L.
	Peregrine VC Investments IV (US Investors) L.P.	 	John L. Colton Trust
	Peregrine VC Investments IV (Other Investors) L.P.	 	Aegis Special Situations Fund LLC – Series Medtech II
	Peregrine Ventures Growth GP L.P.	 	Maurice Ferre


 






    A-1