Exhibit 10.5


 


 REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of July 14, 2021, is made and entered into by and among:


 


(i)             Markforged
Corporation, a Delaware corporation (the “Company”) (formerly known as one, a Cayman Islands exempted company
limited by shares, prior to its domestication as a Delaware corporation);


 


(ii)             A-star,
a Cayman Islands limited liability company (the “Sponsor”), and certain other equityholders of  the Company
before giving effect to the transactions contemplated by the Merger Agreement (as defined below) and designated on Schedule A
as Sponsor Holders (collectively, the “Sponsor Holders”); and


 


(iii)             the
former equityholders of MarkForged, Inc. (“MarkForged”) designated on Schedule B hereto as Markforged
Equityholders, who received shares of Common Stock (as defined below) pursuant to the transactions contemplated by the Merger Agreement
(collectively, the “Markforged Equityholders” and, together with the Sponsor Holders and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
pursuant to that certain Agreement and Plan of Merger, dated as of February 23, 2021 (as it may be amended, supplemented, restated
or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, MarkForged and
Caspian Merger Sub Inc. (“Merger Sub”), (i) the Company migrated to and domesticated as a Delaware corporation
and (x) each former ordinary share of the Company (including those held by the Sponsor Holders) was automatically converted into
one share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and (y) each
warrant to purchase Company ordinary shares was converted into a warrant to purchase Common Stock and (ii) Merger Sub merged with
and into MarkForged, with MarkForged surviving as a wholly-owned subsidiary of the Company, and all of the shares of common stock of
MarkForged (including those held by the Markforged Equityholders) were converted into the right to receive Common Stock; and


 


WHEREAS,
in connection with the consummation of the transactions described above (the “Transactions”), the Company and
the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with
respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.


 


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


 


Article I


Definitions


 


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


 


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


 






    


     


    

 


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


 


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


 


“Block Trade” means
any non-marketed underwritten offering taking the form of a block trade to a financial institution, “qualified institutional buyer”
or “institutional accredited investor,” bought deal, over-night deal or similar transaction that does not include the filing
of a Prospectus or Issuer Free Writing Prospectus with the Commission, “road show” presentations to potential investors requiring
substantial marketing effort from management, the issuance of a “comfort letter” by the Company’s auditors or the issuance
of legal opinions by the Company’s legal counsel.


 


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


 


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


 


“Closing” shall have
the meaning given in the Merger Agreement.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Lockup Agreement”
shall mean the Lockup Agreement, dated as of July 14, 2021, by and among the Company and the other parties thereto, as the same may
be amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Markforged Equityholders”
shall have the meaning given in the Preamble hereto.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Lock-up Period pursuant to the Lockup Agreement (including any written waiver thereunder or amendment or modification
thereto).


 


“Plan
of Distribution” shall have the meaning given in Section 2.1.1.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)             reasonable
fees and expenses of one legal counsel selected by the majority-in-interest of the securities requested to be registered by the Demanding
Holders in an Underwritten Offering.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Sponsor Holders” shall
have the meaning given in the Preamble hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article II


Registrations and Offerings


 


2.1          Shelf
Registration


 


2.1.1       Filing.
The Company shall file within thirty (30) days after the Closing Date, and use commercially reasonable efforts to cause to be declared
effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1
Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3
(the “Form S-3 Shelf”), in each case, covering the resale of all the Registrable Securities (determined
as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have
such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the 90th
calendar day (or as soon as reasonably practicable if the SEC notifies the Company that it will “review” the Registration
Statement) following the Closing and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever
is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. Such
Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally
available (the “Plan of Distribution”) to, and requested by, any Holder named therein. The Company shall maintain
a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments,
and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of
the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1
Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration)
to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.


 






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2.1.2       Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.3, use its commercially reasonable efforts to as promptly
as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal
of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably
practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of
such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”)
registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method
or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed,
the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under
the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration
shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company
is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility
determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance
with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf
Registration shall be on Form 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.


 


2.1.3      Additional
Registrable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed
or continuous basis, the Company, upon request of a Markforged Equityholder (which for this purpose shall include affiliated entities)
or one or more Sponsor Holders, in each case that holds collectively at least ten (10.0%) percent of the Registrable Securities, shall
promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become
effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof;
provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice
per calendar year for the Markforged Equityholders and the Sponsor Holders, respectively.


 


2.1.4       Requests
for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, any Markforged
Equityholder or one or more Sponsor Holders (any of the Markforged Equityholders or the Sponsor Holders being, in such case, a “Demanding
Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated
offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided
that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities
proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $50,000,000
or all of such Demanding Holder’s remaining Registrable Securities (the “Minimum Takedown Threshold”).
All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate
number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the initial
Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally
recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or
delayed). The Markforged Equityholders, on the one hand, and the Sponsor Holders, on the other hand, may each collectively demand no
more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4. Notwithstanding anything to the contrary
in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including
a Form S-3, that is then available for such offering.


 






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


 


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


 






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2.2          Piggyback
Registration.


 


2.2.1       Piggyback
Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the
Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or
securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the
account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten
Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect
thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement
on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),
(iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan
or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable
Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement
or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or
prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered
offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such
written notice (such registered offering, a “Piggyback Registration”). The rights provided under this Section 2.2
shall not be available to any Holder at such time as (i) there is an effective Shelf Registration Statement available for the resale
of the Registrable Securities pursuant to Section 2.1, (ii) such Registration is solely to be used for the offering of securities
by the Company for its own account and (iii) no other shareholder of the Company is entitled to participate in such Registration.
Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback
Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such
Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be
included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to
permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement
to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.


 


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


 






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


 


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


 


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


 


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


 






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


 


2.3            Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), each Holder
that participates in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Common Stock
or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior
written consent of the Company, during the 90-day period beginning on the date of pricing of such offering or such shorter period during
which the Company agrees not to conduct an underwritten primary offering of Common Stock or other equity securities, except in the event
the Underwriters managing the offering otherwise agree by written consent. Each such participating Holder agrees to execute a customary
lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such
Holders).


 


2.4         Block
Trades.


 


2.4.1       Notwithstanding
the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding
Holder or Demanding Holders wishes to engage in a Block Trade, with a total offering price reasonably expected to exceed, in the aggregate,
either (x) $75,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time
periods provided for in Section 2.1.4, such Demanding Holder need only to notify the Company of the Block Trade at least
five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its
commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of
the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and
any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other
offering documentation related to the Block Trade.


 


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


 


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


 


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


 






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Article III


Company Procedures


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


3.1.9       notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.3 hereof;


 


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


 


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


 


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


 


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


 


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


 






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


 


3.1.16       otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


Notwithstanding the foregoing,
the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if
such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering
or other coordinated offering that is registered pursuant to a Registration Statement.


 


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


 


3.3        
Stock Distributions. In connection with any Shelf or Shelf Takedown, if the Company shall receive a request from a Holder
of Registrable Securities to effectuate a pro rata in-kind distribution or other similar transfer for no consideration of such
Registrable Securities pursuant to such Registration to its members, partners or stockholders, as the case may be, then the Company shall
deliver or cause to be delivered to the transfer agent and registrar for the Registrable Securities an opinion of counsel to the Company
reasonably acceptable to such transfer agent and registrar that any legend referring to the Act may be removed upon such distribution
or other transfer of such Registrable Securities pursuant to such Registration, provided that the distributee or transferee of such Registrable
Securities is not and has not been for the preceding ninety (90) days an affiliate of Parent (as defined in Rule 405 promulgated
under the Act). The Company’s obligations hereunder are conditioned upon the receipt of a representation letter reasonably acceptable
to the Company from such Holder regarding such proposed pro rata in-kind distribution or other similar transfer for no consideration
of such Registrable Securities.


 


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


 


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


 


3.3.2       Subject
to Section 3.3.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement
of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith
judgment of the majority of the Board such Registration, cause serious and irreparable harm to the Company and the majority of the Board
concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the
event the Company exercises its rights under this Section 3.3.2, the Holders agree to suspend, immediately upon their receipt
of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities.


 






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


 


3.3.4        The
right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.3.2
or a registered offering pursuant to Section 3.3.3 shall be exercised by the Company, in the aggregate, for not more
than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days, in each case, during any twelve
(12)-month period.


 


3.4         Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed
or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been
furnished or delivered to the Holders pursuant to this Section 3.4. The Company further covenants that it shall take such
further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable
Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver
to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


3.5        
Requirements for Participation in Registration Statement Underwritten Offerings. Notwithstanding anything in this Agreement to
the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel,
that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person
may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration
initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in
any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities,
lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such
arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the
registration of the other Registrable Securities to be included in such Registration.


 






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Article IV
 

Indemnification and Contribution


 


4.1          Indemnification.


 


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


 


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


 


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


 






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


 


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


 


Article V


Miscellaneous


 


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


 


If to the Company, to:


 


Markforged Corporation


480 Pleasant St.


Watertown, MA 02472


(866) 496-1805


Attention: General Counsel


 






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with copies (which shall not constitute
notice) to:


 


Goodwin Procter LLP


100 Northern Ave.


Boston, MA 02210


(617) 570-1000


		Attention:	Kenneth J. Gordon



Michael J. Minahan


Michael R. Patrone


 


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


 


5.2         Assignment;
No Third Party Beneficiaries.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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5.5         Jurisdiction;
Waiver of Jury Trial.


 


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


 


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


 


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


 






    18


     


    

 


5.7        Termination
of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification
or similar rights of the Holders with respect to any shares or securities of the Company or MarkForged granted under any other agreement,
including, without limitation, the Registration and Shareholder Rights Agreement, dated as of August 17, 2020, by and among the
Company, the Sponsor and certain other equity holders of the Company, and the Third Amended and Restated Investors’ Rights Agreement,
dated as of March 13, 2019, by and among MarkForged and its stockholders party thereto, and any of such preexisting registration,
qualification or similar rights and such agreements shall be terminated and of no further force and effect.


 


5.8           Term.
This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The
provisions of Sections 3.2, 3.4, 5.1, 5.4, and 5.5, and Article IV shall survive any termination.


 


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


 


5.10         Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of
this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in
such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


5.11         Specific
Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly,
to the fullest extent permitted by law, each of the parties agrees that, without posting bond or other undertaking, the other parties
will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action, claim or suit in addition to any other remedy to which
it may be entitled, at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect
of such breach or violation, it will not assert that the defense that a remedy at law would be adequate.


 


[SIGNATURE PAGES FOLLOW]


 




    19


     


    

 


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


 


	 	COMPANY:
	 	 
	 	MARKFORGED CORPORATION
	 	 
	 	By:	/s/ Shai Terem
	 	 	Name: Shai Terem
	 	 	Title: Chief Executive Officer






 


[Signature Page to Registration
Rights Agreement]


 




    


     


    







 





	 	EQUITYHOLDER
	 	 
	 	By:	/s/ Shai Terem
	 	 	Name: Shai Terem



 


[Signature Page to Registration
Rights Agreement]


 




    


     


    

 


	 	EQUITYHOLDER:
	 	 
	 	A-Star



 


	 	By: 	/s/ Troy B. Steckenrider






	 	Name: Troy B. Steckenrider
	 	Title: Manager



 


	 	THE HARTZ FAMILY REVOCABLE TRUST
	 	 
	 	/s/ Kevin Hartz
	 	Name: Kevin Hartz
	 	 
	 	 
	 	THE KEVIN EARNEST HARTZ 2020 ANNUITY TRUST U/A/D
    8/21/20
	 	 
	 	/s/ Kevin Hartz
	 	Name: Kevin Hartz
	 	Title: Trustee
	 	 
	 	/s/ Kevin Hartz
	 	Name: Kevin Hartz
	 	Title: Chief Executive Officer
	 	 
	 	/s/ Troy B. Steckenrider
	 	Name: Troy B. Steckenrider
	 	Title: Chief Financial Officer
	 	 
	 	/s/ Gautam Gupta
	 	Name: Gautam Gupta
	 	 
	 	/s/ Eugene Lipkin
	 	Name: Eugene Lipkin
	 	 
	 	/s/ Michelle Gill
	 	Name: Michelle Gill
	 	 
	 	/s/ Pierre Lamond
	 	Name: Pierre Lamond
	 	 
	 	/s/ Catherine Spear
	 	Name: Catherine Spear
	 	 
	 	/s/ Lachlan Groom
	 	Name: Lachlan Groom



 


	[Signature Page to
    Registration Rights Agreement]



 






    


     


    

 


	 	EQUITYHOLDER:
	 	 
	 	 



 


	 	By: 	/s/ Gregory Thomas Mark






	 	Name: Gregory Thomas Mark
	 	 
	 	 
	 	THE GREGORY MARK 2020 GRANTOR RETAINED ANNUITY TRUST
	 	 
	 	 
	 	/s/ Gregory Thomas Mark
	 	Name: Gregory Thomas Mark
	 	Title: Trustee
	 	 
	 	 
	 	THE GREGORY MARK IRREVOCABLE FAMILY TRUST
	 	 
	 	 
	 	/s/ Gregory Thomas Mark
	 	Name: Gregory Thomas Mark
	 	Title: Trustee
	 	 
	 	 
	 	/s/ Steven D. Mark
	 	Name: Steven D. Mark
	 	Title: Trustee
	 	 
	 	 
	 	/s/ Diana E. Young
	 	Name: Diana E. Young
	 	Title: Trustee



 






    


     


    








 


	 	EQUITYHOLDER



 


		By:	/s/ David Benhaim
	 	 	Name: David Benhaim



 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 


		EQUITYHOLDER:
	 	 
	 	SUMMIT PARTNERS GROWTH EQUITY FUND IX-A, L.P.
	 	 
	 	By: Summit Partners GE IX, L.P.

               Its: General Partner
	 	 
	 	By: Summit Partners GE IX, LLC

               Its: General Partner



 


		By:	/s/ Michael A. Medici






	 	Name:
                                    Michael A. Medici


Its: Member



	 	 
	 	SUMMIT PARTNERS GROWTH EQUITY FUND IX-B, L.P.
	 	 
	 	By: Summit Partners GE IX, L.P.

    Its: General Partner
	 	 
	 	By: Summit Partners GE IX, LLC

    Its: General Partner



 


		By:	/s/ Michael A. Medici



	 	Name:
                                    Michael A. Medici


Its: Member






 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 





	 	SUMMIT INVESTORS GE IX/VC IV, LLC
	 	 
	 	By: Summit Investors Management, LLC

    Its: Manager
	 	 
	 	By: Summit Master Company, LLC

    Its: Managing Member






 





		By:	/s/ Michael A. Medici





	 	Name:
                                    Michael A. Medici


Its: Member









 





	 	SUMMIT INVESTORS GE IX/VC IV (UK), L.P.
	 	 
	 	By: Summit Investors Management, LLC

    Its: General Partner
	 	 
	 	By: Summit Master Company, LLC

    Its: Managing Member



 





		By:	/s/ Michael A. Medici









	 	Name:
                                 Michael A. Medici


Its: Member






 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 





	 	EQUITYHOLDER:
	 	 
	 	MATRIX PARTNERS IX, L.P.
	 	 
	 	By:
                                        Matrix IX Management Co., L.L.C.,


          its
General Partner






 





		By:	/s/ Antonio Rodriguez


 


		Name:	Antonio
                                            Rodriguez
	 	 	Managing Member



 


		Address:	101 Main Street
	 	 	17th Floor
	 	 	Cambridge, MA 02142



 





	 	WESTON & CO. IX LLC, as Nominee
	 	 
	 	By: Matrix Partners Management Services, L.P., Sole Member
	 	 
	 	By: Matrix Partners Management Services GP, LLC, its General Partner



 





		By:	/s/ Antonio Rodriguez


 





		Name:	Antonio
                                            Rodriguez
	 	 	Authorized Member


 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 


	 	EQUITYHOLDER:
	 	 
	 	NORTH BRIDGE VENTURE PARTNERS 7, L.P.
	 	 
	 	By:      North Bridge Venture Management 7, L.P.
	 	             Its General Partner
	 	 
	 	By:     NBVM GP, LLC
	 	          Its General Partner



 





		By:	/s/ Ed Anderson
	 	 	Name: Ed Anderson
	 	 	Title: Managing General Partner



 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 


	 	EQUITYHOLDER:




 


	 	TRINITY VENTURES XI, L.P.,
	 	TRINITY XI SIDE-BY-SIDE FUND, L.P.,
	 	TRINITY XI ENTREPRENEURS’ FUND, L.P.,







	 	Delaware Limited Partnerships




 


	 	By:	TRINITY TVL XI, LLC,
	 	 	Their General Partner




 





		By:	/s/ Nina C. Labatt
	 	 	Name: Nina C. Labatt
	 	 	Title:   Management Member






 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 


	 	STOCKHOLDER:




 


	 	NEXT47 FUND 2018, L.P.




 


		By:	next47 Mid-Tier GP 2018, L.P. as general partner,acting by its general
                                            partner, next47 TTGP, LLC



 


		By:	/s/ Lak Ananth
	 	 	Name: Lak Ananth
	 	 	Title: Managing Partner



 


		By:	/s / Gadi Geten






	 	 	Name: Gadi Geten
	 	 	Title: Director



 


	 	NEXT47 FUND 2019, L.P.




 


		By:	next47 Mid-Tier GP 2019, L.P. as general partner, acting by its general
                                            partner, next47 TTGP, LLC



 


		By:	/s/ Lak Ananth
	 	 	Name: Lak Ananth
	 	 	Title: Managing Partner



 


		By:	/s / Gadi Geten






	 	 	Name: Gadi Geten
	 	 	Title: Director



 


[Signature Page to Registration
Rights Agreement]


 







     


     


    

 


	 	EQUITYHOLDER:



 


	 	MICROSOFT GLOBAL FINANCE




 


		By:	/s/ Keith Dolliver






	 	 	 Name: Keith Dolliver
	 	 	 Title:   Director









 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 





	 	EQUITYHOLDER:
	 	 
	 	PORSCHE DRITTE BETEILIGUNG GMBH


 





		By:	/s/ Dr. Johannes Lattwein





	 	 	Name: Dr. Johannes Lattwein
	 	 	Title:   Managing Director



 





		By:	/s/ Aleksej Mitrjaschkin





	 	 	Name: Aleksej Mitrjaschkin
	 	 	Title:   Authorized Signatory



 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 


Schedule A


 


Sponsor Holders


 


1. A-star


2. Michelle Gill


3. Lachy Groom


4. Gautam Gupta


5. Pierre Lamond


6. Laura de Petra


7. Catherine Spear


8. Eugene Lipkin


9. Troy B. Steckenrider III


10. Kevin Earnest Hartz as Trustee of The Kevin
Earnest Hartz 2020 Annuity Trust U/A/D 8/21/2020


11.
Julia D. Hartz as Trustee of the Julia D. Hartz 2020 Annuity Trust U/A/D 8/21/2020


12. The Hartz Family Revocable Trust


 






     


     


    

 


Schedule B


 


Markforged Equityholders


 


		1.	Shai Terem






		2.	Greg Mark






		3.	David Benhaim






		4.	The Gregory Mark Irrevocable Family Trust






		5.	The Gregory Mark 2020 Grantor Retained Annuity Trust






		6.	Summit Partners Growth Equity Fund IX-A, L.P.






		7.	Summit Partners Growth Equity Fund IX-B, L.P.






		8.	Summit Investors GE IX/VC IV, LLC






		9.	Summit Investors GE IX/VC IV (UK), L.P.






		10.	Matrix Partners IX, L.P.






		11.	Weston & Co. IX LLC






		12.	North Bridge Venture Partners 7, L.P.






		13.	Trinity Ventures XI, L.P.






		14.	Trinity XI Side-By-Side Fund, L.P.






		15.	Trinity XI Entrepreneurs’ Fund, L.P.






		16.	Next47 Fund 2018, L.P.






		17.	Next47 Fund 2019, L.P.






		18.	Microsoft Global Finance






		19.	Porsche Dritte Beteiligung GMBH