Exhibit
10.8


 


Cyxtera
Cybersecurity, Inc. d/b/a Appgate



REGISTRATION RIGHTS AGREEMENT





 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of February 8, 2021, by and among Cyxtera Cybersecurity,
Inc. d/b/a Appgate, a Delaware corporation (including, without limitation, any Acquiring Person (as defined below) that may hold 100%
of the equity interests of the Company or any successor thereto, the “Company”), and each of the investors listed
on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.





 


RECITAL


 


WHEREAS,
concurrently with the execution of this Agreement, the Company and the Investors are entering into a Note Purchase Agreement, dated as
of February 8, 2021 (the “Purchase Agreement”);


 


WHEREAS,
the Purchase Agreement provides for the execution of this Agreement concurrently with the Initial Closing in order to provide to the
Investors certain registration rights for the Common Stock (as defined below) issuable upon conversion of the Notes (as defined below);


 


WHEREAS,
the Company and the Investors hereby agree that this Agreement shall govern the registration rights for the Common Stock issuable upon
conversion of the Notes;


 


WHEREAS,
the Company and the Investors acknowledge and agree that the Company may not be the listed entity in any Public Company Event (as defined
below). All of the provisions of this Agreement shall apply mutatis mutandis with respect to the entity whose Common Stock becomes
publicly traded or listed; provided that, for the avoidance of doubt, the provisions of this Agreement will apply to the Acquiring Person
if the Public Company Event is a Reverse Merger; and


 


WHEREAS,
capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or in the Note
Issuance Agreement, dated as of February 8, 2021, by and between the Company, as issuer, Magnetar Financial LLC, as representative of
the holder of the Notes (the “Note Issuance Agreement”), as applicable.


 


AGREEMENT


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


1.
Definitions. For purposes of this Agreement:


 


1.1
“Acquiring Person” shall have the meaning set forth in the Note Issuance Agreement.


 


1.2
“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 managed by Magnetar Financial
LLC or by other Affiliates of Magnetar Financial LLC. Notwithstanding anything to the contrary herein, none of Cyxtera Technologies,
Inc. or any of its direct or indirect Subsidiaries shall be deemed an “Affiliate”.


 






     


     


    

 


1.3
“Automatic Shelf Registration Statement” means an “automatic shelf
registration statement” as defined in Rule 405 promulgated under the Securities Act.


 


1.4
“Board of Directors” means the board of directors of the Company.


 


1.5
“Common Stock” shall have the meaning set forth in the Note Issuance Agreement.


 


1.6
“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.


 


1.7
“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).


 


1.8
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


1.9
“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.


 






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1.10
“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.


 


1.11
“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.


 


1.12
“Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 promulgated under
the Securities Act.


 


1.13
“Holder” means any holder of Registrable Securities who is a party to this Agreement.


 


1.14
“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.


 


1.15
“Initial Closing” shall have meaning set forth in the Note Purchase Agreement.


 


1.16
“Initiating Holders” means, collectively, Holders who properly initiate a registration or shelf takedown request,
as applicable, under this Agreement.


 


1.17
“Notes” shall have the meaning set forth in the Note Issuance Agreement.


 


1.18
“Person” means any individual, corporation, partnership, trust, limited liability company, association or other
entity.


 


1.19
“Public Company Event” shall have the meaning set forth in the Note Issuance Agreement.


 


1.20
“Registrable Securities” means (i) the Common Stock issued upon conversion of the Notes 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 referenced in clause
(i); 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.


 






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1.21
“Reverse Merger” shall have the meaning set forth in the Note Issuance Agreement.


 


1.22
“SEC” means the U.S. Securities and Exchange Commission.


 


1.23
“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.24
“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.25
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.26
“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.


 


1.27
“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).


 


1.28
“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. If the Company consummates a Public Company Event, 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 closing of the Public Company Event 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 closing of the Public Company Event (or two hundred ten (210) days if the SEC
notifies the Acquiring Person or the Company, as applicable, 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.


 






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(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.


 


(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).


 






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(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.


 


(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.


 






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(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)
Liquidated Damages. For each 30-day delay in the filing or initial effectiveness of the Initial Registration Statement pursuant
to Section 2.1(a) and, until such time as the Shelf on Form S-3 becomes effective, for each 15 consecutive calendar day period
the Initial Registration Statement ceases to be effective or is otherwise unavailable for use after it is declared initially effective
(any such failure set forth above, an “Event” and the date on which such Event occurs, the “Event Date”),
in each case, subject to the applicable limitations of Section 2.1(f) and 2.3, in addition to any other rights the
Holders may have hereunder or under applicable law, the Company shall pay to the Holders on each Event Date and each monthly anniversary
of each such Event Date (if the applicable Event shall not have been cured by such date) an amount in cash, as partial liquidated damages
and not as a penalty, equal to the product of 0.25% multiplied by the principal amount of the Note (the “Monthly Liquidated
Damage Amount”); provided, however, that the aggregate Monthly Liquidated Damage Amount for any delay beyond
four months will be capped at the product of 1.0% multiplied by the principal amount of the Note. The liquidated damages pursuant to
the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure.


 


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.


 






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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.


 






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(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, unless such offering is a Public Company Event, in which case the
selling Holders under this Agreement or the equivalent under the Other Registration Rights Agreements may be excluded further if the
underwriters make the determination described above and no other stockholder’s securities are 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.


 






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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;


 


(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;


 






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(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;


 


(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;


 






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(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;


 


(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.


 






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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.


 






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(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.


 


(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.


 






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(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
after consummation of the Public Company Event;


 


(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);


 


(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 consummation of the Public Company Event), 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 Public Company Event, 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.


 






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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 any Public Company Event.


 


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.


 


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.


 


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.


 






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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.


 


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 Willkie Farr & Gallagher LLP, 787
Seventh Avenue, New York, NY 10019, Attention: Eric Haleperin (ehalperin@willkie.com); Sean Ewen (sewen@willkie.com); and Jeffrey Goldfarb
(jgoldfarb@willkie.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. 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. Notwithstanding anything set forth herein to the contrary, the observance
of Section 2.1(h) hereof may be waived (either generally or in a particular instance, and either retroactively or prospectively)
solely by the consent of Magnetar Financial, LLC. 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.


 






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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 OTHER NOTE ISSUANCE AGREEMENT DOCUMENTS, 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.


 




    -18- 


     


    

 


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


	 	COMPANY:
	 	 	 
	 	CYXTERA CYBERSECURITY, INC. 
	 	(d/b/a Appgate)
	 	 	 
	 	By: 	/s/ Barry Field
	 	Name:	Barry Field
	 	Title:	CEO
	 	Email:	                                  
	 	Address: 	2333 Ponce De Leon Blvd., Suite
    900
	 	 	Coral Gables, Florida 33134



 


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RIGHTS AGREEMENT


 







     


     


    

 



	 	INVESTORS:
	 	 	 
	 	MAGNETAR CONSTELLATION MASTER FUND, LTD.
	 	By: Magnetar Financial LLC, its investment manager
	 	 	 
	 	 	                                                                   
	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	Address:
	 	c/o Magnetar Financial LLC
	 	1603 Orrington Avenue, 13th Floor
	 	Evanston, Illinois 60201
	 	Attn. Chief Legal Officer
	 	T: 847-905-4400
	 	F:847-869-2064
	 	E: fisecuritynotices@magnetar.com



 


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RIGHTS AGREEMENT


 








     


     


    

 





	 	MAGNETAR CONSTELLATION FUND II, LTD.
	 	By: Magnetar Financial LLC, its investment manager
	 	 	 
	 	 	                                                                   
	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	Address:
	 	c/o Magnetar Financial LLC
	 	1603 Orrington Avenue, 13th Floor
	 	Evanston, Illinois 60201
	 	Attn. Chief Legal Officer
	 	T: 847-905-4400
	 	F:847-869-2064
	 	E: fisecuritynotices@magnetar.com


 


SIGNATURE
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RIGHTS AGREEMENT


 







     


     


    

 





	 	MAGNETAR XING HE MASTER FUND LTD

	 	By: Magnetar Financial LLC, its investment manager
	 	 	 
	 	 	                                                                   
	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	Address:
	 	c/o Magnetar Financial LLC
	 	1603 Orrington Avenue, 13th Floor
	 	Evanston, Illinois 60201
	 	Attn. Chief Legal Officer
	 	T: 847-905-4400
	 	F:847-869-2064
	 	E: fisecuritynotices@magnetar.com


 


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	 	MAGNETAR SC FUND LTD

	 	By: Magnetar Financial LLC, its investment advisor
	 	 	 
	 	 	                                                                   
	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	Address:
	 	c/o Magnetar Financial LLC
	 	1603 Orrington Avenue, 13th Floor
	 	Evanston, Illinois 60201
	 	Attn. Chief Legal Officer
	 	T: 847-905-4400
	 	F:847-869-2064
	 	E: fisecuritynotices@magnetar.com


 


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	 	PURPOSE
                    ALTERNATIVE CREDIT FUND – T LLC


	 	By: Magnetar Financial LLC, its investment manager
	 	 	 
	 	 	                                                                   
	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	Address:
	 	c/o Magnetar Financial LLC
	 	1603 Orrington Avenue, 13th Floor
	 	Evanston, Illinois 60201
	 	Attn. Chief Legal Officer
	 	T: 847-905-4400
	 	F:847-869-2064
	 	E: fisecuritynotices@magnetar.com





 


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	 	PURPOSE
                    ALTERNATIVE CREDIT FUND – F LLC


	 	By: Magnetar Financial LLC, its investment manager
	 	 	 
	 	 	                                                                   
	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	Address:
	 	c/o Magnetar Financial LLC
	 	1603 Orrington Avenue, 13th Floor
	 	Evanston, Illinois 60201
	 	Attn. Chief Legal Officer
	 	T: 847-905-4400
	 	F:847-869-2064
	 	E: fisecuritynotices@magnetar.com


 


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	 	MAGNETAR
                    STRUCTURED CREDIT FUND, LP


	 	By: Magnetar Financial LLC, its general partner
	 	 	 
	 	 	                                                                   
	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	Address:
	 	c/o Magnetar Financial LLC
	 	1603 Orrington Avenue, 13th Floor
	 	Evanston, Illinois 60201
	 	Attn. Chief Legal Officer
	 	T: 847-905-4400
	 	F:847-869-2064
	 	E: fisecuritynotices@magnetar.com


 


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MAGNETAR
                                            LONGHORN FUND LP


	 	By:
                    Magnetar Financial LLC, its investment manager

	 	 	 
	 	 	                                                                   
	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	Address:
	 	c/o Magnetar Financial LLC
	 	1603 Orrington Avenue, 13th Floor
	 	Evanston, Illinois 60201
	 	Attn. Chief Legal Officer
	 	T: 847-905-4400
	 	F:847-869-2064
	 	E: fisecuritynotices@magnetar.com


 


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MAGNETAR
                                            LAKE CREDIT FUND LLC


	 	By:
                    Magnetar Financial LLC, its manager

	 	 	 
	 	 	                                                                   
	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	Address:
	 	c/o Magnetar Financial LLC
	 	1603 Orrington Avenue, 13th Floor
	 	Evanston, Illinois 60201
	 	Attn. Chief Legal Officer
	 	T: 847-905-4400
	 	F:847-869-2064
	 	E: fisecuritynotices@magnetar.com


 


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SCHEDULE
A



Investors


 


		1.	Magnetar
                                            Constellation Master Fund, Ltd



 


		2.	Magnetar
                                            Constellation Fund II, Ltd



 


		3.	Magnetar
                                            Structured Credit Fund, LP



 


		4.	Magnetar
                                            Xing He Master Fund Ltd



 


		5.	Magnetar
                                            SC Fund Ltd



 


		6.	Magnetar
                                            Longhorn Fund LP



 


		7.	Purpose
                                            Alternative Credit Fund - F LLC



 


		8.	Purpose
                                            Alternative Credit Fund - T LLC



 


		9.	Magnetar
                                            Lake Credit Fund LLC