Exhibit 10.1


 


NEWTOWN LANE MARKETING,
INCORPORATED



REGISTRATION RIGHTS AGREEMENT

 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), is made as of October 12, 2021, by and among Newtown Lane Marketing, Incorporated, a Delaware corporation
(the “Company”), each of the investors listed on Schedule
A hereto, each of which is referred to in this Agreement as an “Investor” and, solely with respect to Section
3.1 hereof, Medina Capital Fund II — SIS Holdco, LP (“Medina Capital”).


 


RECITAL


 


WHEREAS, the Company
has entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of February 8, 2021 with
Cyxtera Cybersecurity, Inc. d/b/a Appgate (“Appgate”) a Delaware corporation, and Newtown Merger Sub Corp., a Delaware
corporation and a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with
and into Appgate with Appgate surviving the merger as a wholly owned subsidiary of the Company (the “Merger”);


 


WHEREAS, defined terms
used but not defined herein shall have the meaning ascribed thereto in the Merger Agreement;


 


WHEREAS, concurrently
with the execution of this Agreement, the Company and the Investors are consummating the Merger and, in connection therewith, the Company
is issuing Merger Shares to certain Investors;


 


WHEREAS, other Investors
are legacy stockholders of the Company which may be deemed “affiliates” (as such term is defined in Rule 12b-2 of the Exchange
Act (as defined below)) and own shares (the “Legacy Shares”) of Common Stock (as defined below);


 


WHEREAS, the Merger Agreement
provides for the execution of this Agreement concurrently with the Closing in
order to provide to the Investors certain registration rights for the Common Stock; and


 


WHEREAS, the Company
and the Investors hereby agree that this Agreement shall govern the registration rights for
the Common Stock owned by such Investors.


 


AGREEMENT


 


NOW, THEREFORE, the parties
hereby agree as follows:


 


		1.	Definitions. For purposes of this Agreement:



 


1.1 
“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer,
director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled
by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser
with, such Person. With respect to the Holders, the term “Affiliate” shall include any funds which are partners or members
of SIS Holdings, LP or Affiliates of such funds. Notwithstanding anything to the contrary herein, none of Cyxtera Technologies, Inc. or
any of its direct or indirect Subsidiaries shall be deemed an “Affiliate”.


 






     


     

    

 


1.2 “Automatic
Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 promulgated
under the Securities Act.


 


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


 


1.4 “Common
Stock” shall have the meaning ascribed to “Parent Common Stock” in the Merger Agreement.


 


1.5 “Damages”
means any loss, damage, claim, expense (including documented legal or other expenses reasonably incurred in connection with investigating,
preparing, defending or enforcing any claim, proceeding or right to indemnification hereunder) and liability of any kind that arises out
of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of
the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or in
the Disclosure Package or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement
or any amendment or supplement thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or
any of its agents or Affiliates) of the Securities Act, the Exchange Act, any other federal, state or foreign securities law, or any rule
or regulation promulgated under the Securities Act, the Exchange Act, or any other federal, state or foreign securities law.


 


1.6 “Disclosure
Package” means, with respect to any offering of securities, (i) the preliminary prospectus, (ii) the price to the public
and the number of securities included in the offering; (iii) each Free Writing Prospectus and (iv) all other information that is deemed,
under Rule 159 promulgated under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities
(including a contract of sale).


 


1.7 “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


1.8 “Excluded
Registration” means (i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary
pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction
(including, without limitation, any registration statement on Form S-4); (iii) a registration on any form that does not include substantially
the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities;
or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that
are also being registered.


 






    - 2 -


     

    

 


1.9 “Form
S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities
Act subsequently adopted by the SEC.


 


1.10 “Form
S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed
by the Company with the SEC.


 


1.11 “Free
Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 promulgated under the Securities
Act.


 


1.12 “Holder”
means any holder of Registrable Securities who is a party to this Agreement.


 


1.13 “Immediate
Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.


 


1.14 “Initiating
Holders” means, collectively, Holders who properly initiate a registration or shelf takedown request, as applicable, under this
Agreement.


 


1.15 
“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


1.16 
“Registrable Securities” means (i) the Shares and (ii) any
Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Shares; provided,
however, that any Registrable Securities shall cease to be Registrable Securities: (A) if sold by a Person in a transaction in which the
applicable rights under this Agreement are not assigned pursuant to Section 3.1; or (B) when (a) a Registration Statement covering
such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such Registration
Statement, (b) such Registrable Securities may be sold without manner of sale, volume, current public information or other restriction
pursuant to SEC Rule 144 or (c) such Registrable Securities cease to be outstanding.


 


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


 


1.18 “SEC
Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.19 “SEC
Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.20 “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 






    - 3 -


     

    

 


1.21 “Selling
Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable
Securities, and fees and disbursements of counsel for any Holder.


 


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


 


1.23 “Shares”
means the Merger Shares and the Legacy Shares.


 


1.24 “Well-Known
Seasoned Issuer” means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities
Act and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known
seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a primary offering of its securities
relying on General Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act.


 


		2.	Registration Rights. the Company covenants and agrees
as follows:



 


2.1 Demand
Registration; Shelf Registrations.


 


(a) Automatic
Demand. The Company covenants and agrees to file a registration statement for a Shelf Registration registering the resale of the Registrable
Securities on a delayed or continuous basis, on Form S-1 (the “Initial Registration Statement” and together with any
Subsequent Shelf Registration (as defined below), the “Shelf”), if any, no later than ninety (90) days after the date
hereof and use its commercially reasonable efforts to have the Initial Registration Statement declared effective as soon as practicable
after the filing thereof, but no later than one hundred fifty (150) days following the date hereof (or two hundred ten (210) days if the
SEC notifies the Company that it will “review” the Initial Registration Statement). The Shelf shall provide for the resale
of Registrable Securities from time to time, and pursuant to any method or combination of methods legally available to, and requested
by, the Holders. The Company shall maintain the 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 such Shelf effective and in compliance with
the provisions of the Securities Act. In the event the Company files a Shelf on Form S-1, the Company shall use its reasonable best efforts
to convert such Shelf (and any Subsequent Shelf Registration) to a Shelf on Form S-3 as soon as practicable after the Company is eligible
to use Form S-3.


 


(b) Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason, the Company shall 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 from time to time by the Holders thereof of all securities that are Registrable
Securities as of the time of such filing. 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 if
the Company is a Well-Known Seasoned Issuer) and (ii) keep such Subsequent Shelf Registration continuously effective. Any such Subsequent
Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf
Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by
the Holders in accordance with any reasonable method of distribution elected by a majority in interest of the Holders.


 






    - 4 -


     

    

 


(c) Shelf
Takedown. At any time and from time to time after (i) the effective date of the Shelf and (ii) the Company is eligible to use Form
S-3, Holders may request to sell in an underwritten offering that is registered pursuant to the Shelf (a “Shelf Takedown”)
all or a portion of their Registrable Securities (1) having an anticipated aggregate offering price, net of Selling Expenses, in excess
of $50,000,000 or (2) constituting the total aggregate Registrable Securities then held by all Holders. Upon the Company’s receipt
of any such request, the Company shall (x) within three (3) days after the date such request is given, give notice thereof (a “Shelf
Takedown Demand Notice”) to all Holders other than the Initiating Holders, if applicable, and any other holders of equivalent
securities that the Company is obligated to register pursuant to written contractual arrangements with such persons (the “Other
Holders”); and (y) as soon as practicable, include in such underwritten Shelf Takedown all Registrable Securities that the Initiating
Holders requested to be registered and any additional Registrable Securities or equivalent securities requested to be included in such
registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company within
ten (10) days after the Company sends the Shelf Takedown Demand Notice, and in each case, subject to the limitations of Section 2.1(f).
In connection with any Shelf Takedown, the Company shall not effect any public sale or distribution of its equity securities or any securities
convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-8 or Form S-4 under the
Securities Act), during the seven (7) days prior to and the sixty (60) day period beginning on the date of pricing of such Shelf Takedown
or such other period provided in the underwriting, placement or similar agreement executed in connection with such Shelf Takedown, provided
that any such sixty (60) day or other period shall be able to be waived by the applicable underwriter or placement agent. The Company
shall not be obligated to effect, or to take any action to effect, any Shelf Takedown pursuant to this Section 2.1(c) after the
Company has effected two (2) Shelf Takedowns pursuant to this Section 2.1(c); provided that in no event shall the Company
be obligated to effect more than one (1) Shelf Takedown in any twelve (12) month period. A Shelf Takedown is not be counted as “effected”
for purposes of this Section 2.1(c) until such time as the applicable prospectus supplement has been filed with the SEC, unless
the Initiating Holders withdraw their request for such Shelf Takedown and forfeit their right to one Shelf Takedown, in which case such
Shelf Takedown shall be counted as “effected” for purposes of this Section 2.1(c); provided, that if such withdrawal
is during a period the Company has deferred taking action pursuant to Section 2.1(f), then the Initiating Holders may withdraw
their request for a Shelf Takedown and such Shelf Takedown will not be counted as “effected” for purposes of this Section
2.1(c).


 


(d) Form
S-1 Demand. If at any time after the date that is one hundred and eighty (180) days after the effective date of the registration statement
mentioned in Section 2.1(a) and (b), the Company receives a request from Holders that the Company file a Form S-1 registration
statement with respect to Registrable Securities the resale of which is not registered on the Shelf (1) having an anticipated aggregate
offering price, net of Selling Expenses, in excess of $50,000,000 or (2) constituting the total aggregate Registrable Securities then
held by all Holders, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand
Notice”) to all Holders other than the Initiating Holders, if applicable, and any Other Holders; and (y) as soon as practicable,
and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement
under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional
Registrable Securities or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as
specified by notice given by each such Holder or Other Holder to the Company within twenty (20) days of the date the Demand Notice is
given, and in each case, subject to the applicable limitations of Sections 2.1(f) and 2.3; provided that the
Company may use a Form S-3 registration statement instead of a Form S-1 registration statement pursuant to this Section 2.1(d)
if the Company would qualify to use a Form S-3 registration statement within sixty (60) days after the date on which the request from
Holders is received.


 






    - 5 -


     

    

 


(e) Form
S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders
of Registrable Securities that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of
such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $50,000,000, then the Company shall
(i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders,
if applicable, and any Other Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such
request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities
or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given
by each such Holder or Other Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject
to the applicable limitations of Sections 2.1(f) and 2.3.


 


(f) Notwithstanding
the foregoing obligations, if the Company furnishes to Holders requesting or provided a registration pursuant to this Section 2.1
a certificate signed by the Company’s chief executive officer or chairman of the board stating that in the good faith judgment of
the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either
become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because
such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction
involving the Company; (ii) require premature disclosure of non-public material information that the Company has a bona fide business
purpose for preserving as confidential; or (iii) be prohibited under, or otherwise render the Company unable to comply with requirements
under, the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and
any time periods (and any associated liquidated damages, if any) with respect to filing or effectiveness thereof shall be tolled correspondingly,
for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however,
that the Company may not invoke this right more than twice in any twelve (12) month period; and provided further that the Company
shall not register any securities for its own account or that of any other stockholder during such period other than an Excluded Registration.


 


(g) The Company shall
not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(d): (i) during the period
that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one
hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively
employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company
has effected, in the aggregate, one (1) registration pursuant to Section 2.1(d); or (iii) if the Initiating Holders propose
to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to
Section 2.1(e). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section
2.1(e): (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing
of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company
is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii)
if the Company has effected two (2) registrations pursuant to Section 2.1(e) within the twelve (12) month period immediately preceding
the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(g) until
such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their
request for such registration and forfeit their right to one demand registration statement pursuant to Section 2.1, in which case
such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(g); provided,
that if such withdrawal is during a period the Company has deferred taking action pursuant to Section 2.1(f), then the Initiating
Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes
of this Section 2.1(g).


 


(h) [Reserved]


 






    - 6 -


     

    

 


2.2 Company
Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders
other than the Holders, including pursuant to any Other Registration Rights Agreement (as defined below)) any of its securities under
the Securities Act or consummate an underwritten offering pursuant to a previously filed registration statement (in each case other than
in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration or underwritten offering.
Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to
the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to
be included in such registration and/or use its commercially reasonable efforts to include all of the Registrable Securities that each
such Holder has requested to be included in such registration or underwritten offering. If the registration referred to in this Section
2.2 is proposed to be underwritten or the Company proposes to consummate an underwritten offering pursuant to a previously filed registration
statement (in each case other than in an Excluded Registration), the Company will so advise the Holders as a part of the written notice
given pursuant to this Section 2.2 and the terms of Section 2.3 shall apply to such underwritten offering. The Company shall
have the right to terminate or withdraw any registration or underwritten offering initiated by it under this Section 2.2 before
the effective date of such registration or offering, as applicable, whether or not any Holder has elected to include Registrable Securities
in such registration or underwritten offering. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne
by the Company in accordance with Section 2.6. No withdrawn registration shall count as one of the permitted Demand Registrations
granted to the Holders under this Agreement. If the Company proposes to register (including, for this purpose, a registration effected
by the Company for stockholders other than the Holders) any of its securities under the Securities Act pursuant to an Excluded Registration,
the Company shall not be required to include any of the Holders’ Registrable Securities in such offering.


 


2.3 Underwriting
Requirements.


 


(a) If,
pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by a registration statement
by means of an underwriting, they shall either in the case of (i) an underwriting under a registration statement filed pursuant to Section
2.1(d) or 2.1(e) or (ii) an underwritten Shelf Takedown, so advise the Company as a part of their request made pursuant to
Section 2.1, and the Company shall include such information in the Demand Notice or Shelf Takedown Demand Notice, as applicable.
The underwriter(s) will be selected by the Company, subject to the approval of a majority in interest of the Initiating Holders (not to
be unreasonably, withheld, conditioned or delayed). In such event, the right of any Holder or any other Requesting Holder (as defined
below) to include such Holder’s Registrable Securities and the Requesting Holder’s securities in such registration shall be
conditioned upon such Holder’s and Requesting Holder’s, if applicable, participation in such underwriting and the inclusion
of such Holder’s Registrable Securities and the Requesting Holder’s securities, if applicable, in the underwriting to the
extent provided herein. All Holders and Requesting Holders proposing to distribute their securities through such underwriting shall (together
with the Company as provided in Section 2.4(f)) enter into an underwriting agreement in customary form with the underwriter(s)
selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s) advise(s)
the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating
Holders shall so advise all Holders of Registrable Securities, including all Requesting Holders, if applicable, that otherwise would be
underwritten pursuant hereto, and the number of securities that may be included in the underwriting shall be allocated among such Holders
of Registrable Securities, including the Initiating Holders, and such other holders of shares of Common Stock that the Company is obligated
to register pursuant to written contractual arrangements with such persons (the “Other Registration Rights Agreements”
and any such requesting holders thereunder, the “Requesting Holders”), pro rata in accordance with the number of shares
that each such Person has requested be included in such registration, regardless of the number of shares held by each such Person (such
proportion is referred to herein as “Pro Rata”), or in such other proportions as shall mutually be agreed to by all
such owners of Common Stock under this Agreement and the Other Registration Rights Agreements; provided, however, that the number of Registrable
Securities held by the Holders or equivalent securities held by the Requesting Holders, if applicable, to be included in such underwriting
shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares
in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or Requesting
Holder to the nearest one hundred (100) shares.


 






    - 7 -


     

    

 


(b) In
connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2,
the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders
accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters
in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities,
including Registrable Securities, requested by Holders to be included in such offering exceeds the number of securities to be sold (other
than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then
the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which
the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters
determine that less than all of the securities, including Registrable Securities, requested to be registered can be included in such offering,
then the securities that are included in such offering shall be allocated among the selling Holders and the Requesting Holders, Pro Rata,
or in such other proportions as shall mutually be agreed to by all such owners of Common Stock under this Agreement and the Other Registration
Rights Agreements. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may
round the number of shares allocated to any Holder or Requesting Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing,
in no event shall (i) the number of Registrable Securities under this Agreement or the equivalent under the Other Registration Rights
Agreements included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first
entirely excluded from the offering, or (ii) the number of Registrable Securities under this Agreement or the equivalent under the Other
Registration Rights Agreements, if applicable, included in the offering be reduced below thirty percent (30%) of the total number of securities
included in such offering. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder
(under this Agreement or the equivalent under the Other Registration Rights Agreements) that is a partnership, limited liability company,
or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder (under this Agreement
or the equivalent under the Other Registration Rights Agreements), or the estates and Immediate Family Members of any such partners, retired
partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single
“selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate
number of Registrable Securities (under this Agreement or the equivalent under the Other Registration Rights Agreements) owned by all
Persons included in such “selling Holder,” as defined in this sentence.


 


(c) For
purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s
cutback provisions in Section 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders
have requested to be included in such registration statement are actually included.


 


2.4 Obligations
of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities pursuant to
a registration statement or Shelf Takedown, as applicable, the Company shall, as expeditiously as reasonably possible:


 


(a) prepare
and file with the SEC a registration statement and timely pay all required filing fees in respect thereof, with respect to such Registrable
Securities and use its commercially reasonable efforts to cause such registration statement to become effective and keep such registration
statement effective until the distribution contemplated in the registration statement has been completed;


 






    - 8 -


     

    

 


(b) prepare
and file with the SEC, and timely pay all required filing fees in respect of, any such amendments and supplements to such registration
statement, and the prospectus used in connection with such registration statement, (i) as may be necessary to comply with the Securities
Act, including post-effective amendments to each registration statement as may be necessary to keep such registration statement continuously
effective for the applicable time period required hereunder, and if applicable, file any registration statements pursuant to Rule 462(b)
promulgated under the Securities Act; (ii) cause the related prospectus to be supplemented by any required prospectus supplement, and
as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act, (iii)
as may be necessary to comply with the provisions of the Securities Act and the Exchange Act and any applicable securities exchange or
other recognized trading market with respect to the disposition of all securities covered by such Registration Statement during such period
in accordance with the intended methods of disposition by the selling Holders thereof set forth in such registration statement as so amended
or in such prospectus as so supplemented; (iv) provide additional information related to each registration statement as requested by,
and obtain any required approval necessary from, the SEC or any Governmental Entity; and (v) respond as promptly as reasonably practicable
to any comments received from the SEC and request acceleration of effectiveness promptly after it learns that the SEC will not review
the registration statement or after it has satisfied comments received from the SEC;


 


(c) (i)
prior to making any such filings described in clauses (a) or (b) above, at the Company’s expense, furnish to the Holders whose securities
are covered by the applicable registration statement copies of all such documents, other than documents that are incorporated by reference,
proposed to be filed no less than 5 business days prior to the proposed filing date and (ii) promptly following any such filing, notify
the Holders of such filing, the effectiveness of any post-effective amendment, and any written comments by the SEC, blue sky or securities
commissioner or regulator of any state with respect to any such filing;


 


(d) furnish
to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act,
and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;


 


(e) use
its commercially reasonable efforts (i) to register and qualify the securities covered by such registration statement under such other
securities or blue-sky laws of such jurisdictions within the United States as shall be reasonably requested by the selling Holders, and
(ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect; provided
that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states
or jurisdictions;


 


(f) in
the event of any underwritten public offering, enter into and perform its obligations under such customary agreements, in usual and customary
form, with the underwriter(s) of such offering (including underwriting agreements in customary form, including customary representations
and warranties and provisions with respect to indemnification and contribution) and provide reasonable cooperation, including causing
appropriate officers to attend and participate in “road shows” and analyst or investor presentations and such other
selling or other informational meetings organized by the underwriters, if any, to the extent reasonably requested by the lead or managing
underwriters, with all out of pocket costs and expenses incurred by the Company or such officers in connection with such attendance and
participation to be paid by the Company;


 


(g) use
its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a
national securities exchange or trading system (including interdealer quotation service) and each securities exchange and trading system
(if any) on which the same class of securities issued by the Company are then listed;


 






    - 9 -


     

    

 


(h) provide
a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP or similar number
for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(i) for
a reasonable period prior to the filing of any registration statement, upon reasonable notice and during normal business hours, promptly
make available for inspection and copying by the managing underwriter(s) participating in any disposition pursuant to such registration
statement or Shelf Takedown, and any attorney or accountant or other agent retained by any such Holder or underwriter or selected by the
selling Holders, those financial and other records, pertinent corporate documents, and properties of the Company, and require the Company’s
officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter, attorney,
accountant, or agent, in each case, as necessary and solely for purposes of such registration statement or Shelf Takedown, as applicable
to conduct appropriate due diligence in connection with establishing a due diligence defense within the meaning of Section 11 of the Securities
Act; provided that the recipient agrees to keep such information confidential;


 


(j) permit
any Holder of Registrable Securities, their respective counsel, any underwriter participating in any disposition pursuant to a registration
statement, and any other attorney, accountant or other agent retained by any such Holder of Registrable Securities or underwriter, to
participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of such registration
statement and any prospectus supplements relating to a Shelf Takedown, if applicable;


 


(k) notify
each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared
effective or a supplement to any prospectus forming a part of such registration statement has been filed;


 


(l) after
such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement
such registration statement or prospectus;


 


(m) cooperate
with each Holder of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and underwriters’
counsel in connection with filings required to be made with FINRA, if any;


 


(n) solely
in the case of an underwritten offering, obtain and furnish to each underwriter (i) a customary comfort and bring down letter from the
Company’s independent public accountants, (ii) a customary legal opinion of counsel to the Company addressed to the relevant underwriters,
in each case in customary form and covering such matters of the type customarily covered by such letters as the managing underwriters
in such Shelf Takedown reasonably request, (iii) a negative assurances letter of counsel to the Company in customary form and covering
such matters of the type customarily covered by such letters as the managing underwriters in such Shelf Takedown reasonably request, and
(iv) customary certificates executed by authorized officers of the Company as may be requested by any underwriter of such Registrable
Securities included in such Shelf Takedown;


 






    - 10 -


     

    

 


(o) pay
the fees of the Company’s transfer agent and any reasonable, documented legal fees of outside counsel to the Company to provide
an opinion to the effect that such transfer is permitted under the Securities Act and applicable state laws (or if outside counsel to
the Company is unwilling or unavailable to provide such opinion, the reasonable, documented legal fees of one outside counsel to the Holders
to provide such opinion) to effectuate the transfer of Registrable Securities from Holders to other Persons, as permitted by Section
3.1; provided, in each case, that such Holders shall provide such certificates and other documentation as the Company shall
reasonably request in connection with such opinions and transfers; and


 


(p) use
its commercially reasonable efforts to take other actions necessary to effect the registration and sale of the Registrable Securities
contemplated hereby.


 


In addition, the Company shall
ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities
Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program
under Rule 10b5-1 of the Exchange Act.


 


2.5 Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to
effect the registration of such Holder’s Registrable Securities.


 


2.6 Expenses
of Registration. All expenses (other than Selling Expenses) arising from, incident to or incurred in connection with registrations,
filings, or qualifications pursuant to this Agreement, including, without limitation, all registration, filing, listing and qualification
fees; printers’ and accounting fees; fees and disbursements of counsel for the Company and its independent public accountants and
any other accounting and legal fees, charges and expenses incurred by the Company (including any expenses arising from any special audits
or “comfort letters” required in connection with or incident to any sale of Registrable Securities pursuant to a registration);
and the reasonable and documented fees and disbursements, not to exceed $50,000 in the aggregate of one counsel for the selling Holders
(“Selling Holder Counsel”); fees and expenses incurred in connection with any “road show” for underwritten
offerings, including travel expenses, shall be borne and paid by the Company; provided, however, that if any registration
proceeding begun pursuant to Section 2.1 is subsequently withdrawn at the request of the Holders of a majority of the Registrable
Securities to be registered (other than during a period of delay under Section 2.1(f)), then the Holders of a majority of the Registrable
Securities agree to forfeit their right to one registration (representing such withdrawn registration) pursuant to Sections 2.1(d)
or 2.1(e), unless the Company is reimbursed by such Holders requesting withdrawal for all reasonable and documented out-of-pocket
expenses incurred by the Company in connection with such registration (including reasonable fees of outside legal counsel and third party
accountants); provided, further, that if at the time of such withdrawal, the Holders shall have learned of a material adverse
change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn
the request within a reasonable time after learning such information, then the Holders shall not be required to pay any such expenses
and shall not forfeit their right to one registration pursuant to Sections 2.1(d) or 2.1(e). All Selling Expenses relating
to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of
the number of Registrable Securities registered on their behalf.


 






    - 11 -


     

    

 


2.7 Delay
of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this
Section 2.


 


2.8 Indemnification.
If any Registrable Securities are included in a registration statement under this Section 2:


 


(a) To
the fullest extent permitted by law, the Company will indemnify and hold harmless each Holder of Registrable Securities, and the Affiliates,
partners, members, managers, officers, directors, and equityholders of each such Holder; legal counsel and accountants for each such Holder;
any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter
within the meaning of the Securities Act or the Exchange Act, against any Damages; provided, however, that the indemnity
agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if
such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity
with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person
expressly for use in connection with such registration.


 


(b) To
the fullest extent permitted by law, each Holder of Registrable Securities, severally and not jointly, will indemnify and hold harmless
the Company, and each of its Affiliates, directors, each of its officers who has signed the registration statement, each Person (if any),
who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as
defined in the Securities Act), against any Damages, in each case only to the extent that such Damages arise out of or are based upon
actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly
for use in connection with such registration; provided, however, that the indemnity agreement contained in this Section
2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent
of the majority in interest of the Holders, which consent shall not be unreasonably withheld; and provided further that in no event shall
the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed
the proceeds from the offering received by such Holder (net of any Selling Expenses paid or incurred by such Holder), except in the case
of fraud or willful misconduct by such Holder; provided, further, that a Holder shall not be liable in any case to the extent that prior
to the filing of any such registration statement or Disclosure Package, or any amendment thereof or supplement thereto, such Holder has
furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness
of such registration statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading
information previously provided to the Company.


 


(c) Promptly
after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental
action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is
to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof.
The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate
jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory
to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented
without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such
action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve
such indemnifying party of any liability to the indemnified party under this Section 2.8, to the extent that such failure materially
prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise under this Section 2.8.


 






    - 12 -


     

    

 


(d) To
provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise
entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.8
provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto
for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will contribute to the
aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion
as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements,
omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant
equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to,
among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material
fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge,
access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any
such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities
offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d),
when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering
received by such Holder (net of any Selling Expenses paid or incurred by such Holder), except in the case of willful misconduct or fraud
by such Holder. For the avoidance of doubt, the amount paid or payable by an indemnified party as a result of the Damages (or actions
in respect thereof) referred to above in this Section 2.8(d) shall be deemed to include any documented legal or other expenses
reasonably incurred by such indemnified party in connection with investigating, preparing or defending any such action or claim.


 


(e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into
in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control; provided, however, that the foregoing provisions shall control as to any matter provided for or addressed therein
that are not provided for or addressed in the underwriting agreement.


 


(f) Unless
otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of
the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration
under this Section 2, and otherwise shall survive the termination of this Agreement or any provisions hereof.


 


2.9 Reports
Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of
the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration
on Form S-3, the Company shall:


 


(a) make
and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times;


 


(b) use
commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements);


 






    - 13 -


     

    

 


(c) furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement
by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the date
hereof), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and
(ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the
selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under
the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form); and


 


(d) upon
request of any Holder, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that
any legend affixed to any Registrable Securities is no longer required under the Securities Act and applicable state laws, the Company
shall promptly cause such legend to be removed from any certificate for any Registrable Securities, including by providing any opinion
of counsel to the Company that may be required by the transfer agent to effect such removal.


 


2.10 Limitations
on Subsequent Registration Rights. From and after the date of this Agreement until such time that the Company has filed the Shelf
with the SEC and, with respect to clause (ii) below only, excluding any registration rights agreement entered into in connection with
the offering of the Convertible Senior Notes, the Company shall not, without the prior written consent of the Holders of a majority of
the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would
(i) other than pursuant to an “underwriter cutback” under an Other Registration Rights Agreement that is consistent with Section
2.3, allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement,
such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities
will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder
to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall
not apply to any additional Investor who becomes party to this Agreement.


 


2.11 Termination
of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration
pursuant to Sections 2.1 or 2.2 or request distribution of Registrable Securities by means of an underwriting pursuant to
Section 2.3 shall terminate upon the 5th anniversary of the date hereof.


 


2.12 Successor
Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not
the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall
be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members
of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s
operating documents, or elsewhere, as the case may be.


 


2.13 Most
Favored Nations. To the extent that the Company, on or after the date hereof, grants any such superior or more favorable rights or
terms relating to the subject matter of this Agreement to any Person (including Other Registration Rights Agreements) than those provided
to the Holders as set forth herein, any such superior or more favorable rights or terms shall also be deemed to have been granted simultaneously
to each Holder on the date of such grant and the Company shall amend this Agreement to reflect such superior or more favorable rights.


 






    - 14 -


     

    

 


		3.	Miscellaneous.



 


3.1 Successors
and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of
Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit
of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 2,000,000
shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations);
provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and
address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee
agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. For
the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that
is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit
of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring
Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact
for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this
Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted
assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.
Notwithstanding anything stated in this Section 3.1 to the contrary, in the case of any transfer of Registrable Securities by SIS
Holdings, LP to Medina Capital, SIS Holdings, LP shall be required to effect such assignment (the “Assignment Covenant”)
which shall be in compliance with all requirements of this Section 3.1 and Medina Capital shall have the right to enforce same
provided that upon taking receipt of such Registrable Securities and agreeing to be bound by and subject to the terms and conditions of
this Agreement Medina Capital agrees to the Assignment Covenant with respect to its own limited partners which partners shall be considered
intended third party beneficiaries with rights to enforce such obligation.


 


3.2 Governing
Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that
would result in the application of any law other than the law of the State of Delaware.


 


3.3 Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


3.4 Titles
and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement.


 






    - 15 -


     

    

 


3.5
Notices.


 


(a) All notices and
other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier
of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail (provided no notice
of non-delivery is generated); (iii) five (5) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight
prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties
at their addresses as set forth on the signature pages or Schedule A hereto, or to the principal office of the Company and to
the attention of Jeremy M. Dale, General Counsel at                                   ,
in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in
accordance with this Section 3.5. If notice is given to the Company, a copy (which copy shall not constitute notice) shall also
be sent to Greenberg Traurig, P.A., 333 SE 2nd Avenue, Suite 4400, Miami, FL 33131, Attention: Jaret L. Davis (Davisj@gtlaw.com) and
Drew Altman (AltmanD@gtlaw.com) and if notice is given to the Holders, a copy (which copy shall not constitute notice) shall also be
given to Latham & Watkins, 885 Third Avenue, New York, NY 10022-4834, Attention:  Eyal Orgad (eyal.orgad@lw.com).


 


(b) Consent
to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation
Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of
the DGCL (or any successor thereto) at the electronic mail address or the facsimile number set forth below such Investor’s name
on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that
any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed
to have been revoked until a new or corrected electronic mail address has been provided, and such attempted Electronic Notice shall be
ineffective and deemed to not have been given. Each Investor agrees to promptly notify the Company of any change in such Investor’s
electronic mail address, and that failure to do so shall not affect the foregoing.


 


3.6 Amendments
and Waivers. Except for amendments effected pursuant to Section 2.13 which shall not require the consent of any Holder, any
term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of
a majority of the Registrable Securities; provided that any provision hereof may be waived by any waiving party on such party’s
own behalf, without the consent of any other party and this Agreement may not be amended by the consent of the holders of a majority of
the Registrable Securities unless such amendment applies to all Investors in the same fashion. Notwithstanding the foregoing, Schedule
A hereto may be amended by the Company from time to time to add transferees of any Registrable Securities in compliance with the terms
of this Agreement without the consent of the other parties. The Company shall give prompt notice of any amendment, modification or termination
hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination, or waiver.
Any amendment, modification, termination, or waiver effected in accordance with this Section 3.6 shall be binding on all parties
hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of
this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition,
or provision.


 






    - 16 -


     

    

 


3.7 Severability.
In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid,
illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent
permitted by law.


 


3.8 Aggregation
of Stock; Apportionment. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among
themselves in any manner they deem appropriate.


 


3.9 Entire
Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement
among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties is expressly canceled.


 


3.10 Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and
to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon
this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES
ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE SECURITIES OR THE SUBJECT
MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING
NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE
PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT
SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


The prevailing party shall be
entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may
be entitled.


 


3.11 Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach
or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting
party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


[Signature Pages Follow]


 




    - 17 -


     

    

 


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


 


	 	COMPANY:
	 	 	 
	 	NEWTOWN LANE MARKETING, INCORPORATED 
	 	 	 
	 	By:	/s/ Jonathan J. Ledecky
	 	Name:	Jonathan J. Ledecky
	 	Title:	President
	 	 	 
	 	Email:	                                  
	 	 	 
	 	Address: 
	405 Lexington Avenue, 11th Floor
	 	 	New York, NY 10174
	 	 	 



 







    - 18 -


     

    

 


	 	INVESTOR:
	 	 	 
	 	SIS HOLDINGS, LP
	 	 	 
	 	By:	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	CFO
	 	 	 
	 	Email:	                                  
	 	 	 
	 	Address: 	2333 Ponce De Leon Blvd., Suite

        900, Coral Gables, Florida 33134

	 	 	 



  




    - 19 -


     

    

 


	 	IRONBOUND PARTNERS FUND, LLC
	 	 	 
	 	By:	/s/ Jonathan J. Ledecky
	 	Name:	Jonathan J. Ledecky
	 	Title:	Managing Member
	 	 	 
	 	Email:	                                  
	 	 	 
	 	Address: 	405 Lexington Avenue, 11th Floor
	 	 	New York, NY 10174



  




    - 20 -


     

    

 


	 	MEDINA CAPITAL
	 	(Solely with respect to Section 3.1 hereof)
	 	 	 
	 	Medina Capital Fund II — SIS Holdco, LP 
	 	 	 
	 	By:	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	CFO
	 	 	 
	 	Email:	                                  

	 	 	 
	 	Address: 	2333 Ponce De Leon Blvd., Suite 900,

        Coral Gables, Florida 33134




 







    - 21 -


     

    

 


SCHEDULE A



Investors


 


	1.	SIS Holdings, LP



 


	2.	Ironbound Partners Fund, LLC



 


 


- 22 -