Exhibit 10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of ______, 2017, is made and entered into by and among Pensare Acquisition Corp., a Delaware corporation (the “Company”),
Pensare Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties
listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter
becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the
“Holders”).


 


WHEREAS, the Company entered into those certain
Securities Purchase Agreements with each of the Sponsor, Klaas Baks, Suzanne Shank, Dennis Lockhart, U. Bertram Ellis, Jr., Karl
Krapek and Rayford Wilkins, Jr., pursuant to which they purchased an aggregate of 7,187,500 shares (the “Founder Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), a portion of which Founder
Shares were subsequently transferred to MasTec, Inc., a Florida corporation (“MasTec”);


 


WHEREAS, on ______, 2017, the Company entered
into those certain Warrant Purchase Agreements with each of the Sponsor, MasTec and EarlyBirdCapital, Inc. (collectively, the “Purchasers”),
pursuant to which the Purchasers will purchase an aggregate of 9,000,000 warrants (or up to 9,937,500 warrants if the over-allotment
option in connection with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”),
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering; and


 


WHEREAS, 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
certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for 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:


 


1. DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Adverse Disclosure” is defined
in Section 3.6.


 


“Agreement” is defined in
the preamble hereto.


 


“Business Combination” means
the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission” means the Securities
and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock” is defined
in the recitals to this Agreement.


 


“Company” is defined in the
preamble to this Agreement.


 


“Demand Registration” is
defined in Section 2.1.1.


 


“Demanding Holder” is defined
in Section 2.1.1.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 




     


     


    




“Form S-3” is defined in
Section 2.3.


 


“Founder Shares” is defined
in the recitals to this Agreement.


 


“Holders” is defined in the
preamble to this Agreement.


 


“Indemnified Party” is defined
in Section 4.3.


 


“Indemnifying Party” is defined
in Section 4.3.


 


“Investor Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Misstatement” is defined
in Section 2.1.3.


 


“Notices” is defined in Section 6.3.


 


“Option Securities” is defined
in Section 2.1.4.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Private Placement Warrants”
is defined in the recitals to this Agreement.


 


“Pro Rata” is defined in
Section 2.1.4.


 


“Purchasers” is defined in
the recitals to this Agreement.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a Registration Statement 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.


 


“Registrable Securities”
means (i) Private Placement Warrants (or underlying securities), (ii) all of the Working Capital Warrants (or underlying
securities), and (iii) all of the Founder Shares. Registrable Securities include any warrants, shares of capital stock or
other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement
of such Private Placement Warrants (or underlying securities), Working Capital Warrants (or underlying securities), and Founder
Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (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; (b) such
securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities
Act; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144
without volume or manner of sale limitations.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form
S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange
for securities or assets of another entity).


 


“Release Date” means the
date on which shares of Common Stock are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement
dated as of _______, 2017 by and among the parties hereto and Continental Stock Transfer & Trust Company.


 




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“Rule 144” means Rule 144
promulgated under the Securities Act.


 


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall
be in effect at the time.


 


“Sponsor” is defined in the
preamble to this Agreement.


 


“Underwriter” means a securities
dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Unit Purchase Option” is
defined in Section 2.1.4.


 


“Working Capital Warrants”
means any warrants (including the shares of Common Stock issued or issuable upon the exercise of any such warrant) of the Company
issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder.


 


2. REGISTRATION
RIGHTS.


 


2.1 Demand Registration.


 


2.1.1 Request for Registration.
At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with
respect to the Private Placement Warrants (or underlying securities) and Working Capital Warrants (or underlying securities)
or (ii) three months prior to the Release Date with respect to the Founder Shares, (a) the holders of
a majority-in-interest of such Founder Shares, Working Capital Warrants (or underlying securities) or Private
Placement Warrants (or underlying securities), as the case may be, held by such Holders or (b) MasTec (as applicable,
the “Demanding Holder”) may make a written demand for Registration under the Securities Act of all or part
of their Founder Shares, Working Capital Warrants (or underlying securities) or Private Placement Warrants (or
underlying securities), as the case may be (a “Demand Registration”). Any demand for a Demand Registration
shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of
distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand Registration notify all
holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a
portion of such holder’s Registrable Securities in the Demand Registration shall so notify the Company within ten
(10) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and
the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of (i) two
(2) Demand Registrations under this Section 2.1.1 for Demanding Holders other than MasTec and (ii) one (1)
Demand Registration under this Section 2.1.1 for MasTec. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. and
its designees may only make a demand on one occasion and only in the five-year period beginning on the effective date of
the registration statement on Form S-1 filed with the Commission in connection with the Company’s initial
public offering.


 


2.1.2 Effective Registration. A
Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect
to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction
of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand
Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders who initiate such
Demand Registration thereafter affirmatively elect to continue the offering and notify the Company in writing, but in
no event later than five (5) days of such election; provided, further, that the Company shall not be obligated to file
a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or
is terminated.


 




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2.1.3 Underwritten Offering.
If MasTec (in the case of a Demand Registration initiated by MasTec) or a majority-in-interest of the other Demanding Holders
who initiate a Demand Registration so elect and such holders so advise the Company as part of their written demand for a
Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in
such Registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of
such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing
to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the
Demand Registration.


 


2.1.4 Reduction of Offering. If the managing
Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good faith, advises the Company
and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders
desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and
the shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration
rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares
that can be sold in such 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 shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such Registration: (i) the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such
Demanding Holder has requested be included in such Registration, regardless of the number of shares held by each such Demanding
Holder (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum
Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i),
the Registrable Securities of holders exercising their rights to Register their Registrable Securities pursuant to Section 2.2;
(iii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii),
the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (iv) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i),
(ii) and (iii), the shares of Common Stock or other securities registrable pursuant to the terms of the Unit Purchase Option issued
to EarlyBirdCapital, Inc. or its designees in connection with the Company’s initial public offering (the “Unit Purchase
Option” and such registrable securities, the “Option Securities”) as to which Piggy-Back Registration
has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares and (v) to
the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iv),
the shares of Common Stock or other securities for the account of other persons that the Company is obligated to Register pursuant
to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5 Withdrawal. If a majority-in-interest
of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written
notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders
withdraws from a proposed offering relating to a Demand Registration, then such Registration shall not count as a Demand Registration
provided for in this Section 2.1.


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights. If at any time
on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement under
the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account
(or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than
a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give
written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than
ten (10) days before the anticipated filing date, which notice shall 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, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to Register
the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following
receipt of such notice (a “Piggy-Back Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration
on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to
distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an
underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding
anything to the contrary, EarlyBirdCapital, Inc. and its designees may exercise its rights under this section only in the seven-year
period beginning on the effective date of the registration statement on Form S-1 filed with the Commission in connection with the
Company’s initial public offering.


 




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2.2.2 Reduction of Offering. If the managing
Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders
of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell,
taken together with shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual
arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as
to which Registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which Registration
has been requested pursuant to the written contractual Piggy-Back Registration rights of other stockholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any such Registration:


 


(a)           If the Registration is undertaken for the Company’s
account: (A) the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities and Option Securities,
as to which Registration has been requested pursuant to the applicable written contractual Piggy-Back Registration rights of such
security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to Register pursuant to written contractual Piggy-Back
Registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and


 


(b)           If the Registration is a “demand” registration
undertaken at the demand of holders of Option Securities, (A) the shares of Common Stock or other securities for the account
of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities
comprised of Registrable Securities, Pro Rata, as to which Registration has been requested pursuant to the terms hereof that can
be sold without exceeding the Maximum Number of Shares; and (D) to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to Register pursuant to written contractual arrangements with such persons, that can be sold
without exceeding the Maximum Number of Shares.


 




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(c)           If the Registration is a “demand” registration
undertaken at the demand of persons or entities other than the holders of Registrable Securities or Option Securities, (A) the
shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum
Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A),
the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A)
and (B), the shares of Common Stock or other securities comprised of Registrable Securities and Option Securities, Pro Rata, as
to which Registration has been requested pursuant to the terms hereof and the Unit Purchase Option, as applicable, that can be
sold without exceeding the Maximum Number of Shares; and (D) to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to Register pursuant to written contractual arrangements with such persons, that can be sold
without exceeding the Maximum Number of Shares.


 


2.2.3 Withdrawal. Any holder of Registrable
Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration
by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The
Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual
obligations) may withdraw a Registration Statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding
any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such
Piggy-Back Registration as provided in Section 3.3.


 


2.2.4 Unlimited Piggy-Back Registration Rights.
For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant
to a Demand Registration effected under Section 2.1 hereof.


 


2.3 Registrations on Form S-3. The holders
of Registrable Securities may at any time and from time to time, request in writing that the Company Register the resale of any
or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time
(“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten
offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed Registration to all
other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to include all or a portion
of such holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within ten (10) days
after the receipt by the holder of the notice from the Company, and, as soon as practicable thereafter but not more than twelve
(12) days after the Company’s initial receipt of such written request for a Registration, effect the Registration of
all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders
joining in such request; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to
this Section 2.3 if: (i) Form S-3 is not available for such offering; or (ii) the holders of the Registrable Securities,
together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


3. REGISTRATION
PROCEDURES.


 


3.1 Filings; Information. Whenever the
Company is required to effect the Registration of any Registrable Securities pursuant to Section 2, the Company shall use
its best efforts to effect the Registration and sale of such Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in connection with any such request:


 




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3.1.1 Filing Registration Statement.
The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a
Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form
for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be
available for the sale of all Registrable Securities to be Registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for
the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand
Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to
deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish
to the holders a certificate signed by the Chairman of the Board of Directors or President of the Company stating that,
Adverse Disclosure would be required to be set forth in such Registration Statement; provided
further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding
proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2 Copies. The Company shall, prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to 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 holders of Registrable Securities included in such Registration or legal counsel for
any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3 Amendments and Supplements. The Company
shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and
in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration
Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement
(which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any such disposition
is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such securities have
been withdrawn.


 


3.1.4 Notification. After the filing of
a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify
the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement
becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take
all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement
any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment
or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities
included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to
be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such
documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement
thereto, including documents incorporated by reference, to which such holders or their legal counsel shall reasonably object.


 


3.1.5 Securities Laws Compliance. The Company
shall use its best efforts to (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 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 or securities exchanges, including the Nasdaq Capital Market, 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 but for this paragraph or subject itself to taxation in any such jurisdiction.


 




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3.1.6 Agreements for Disposition. The Company
shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other
actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations,
warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters,
to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such Registration
Statement. No holder of Registrable Securities included in such Registration Statement shall be required to make any representations
or warranties in the underwriting agreement except as reasonably requested by the Underwriters and, if applicable, with respect
to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with
such holder’s material agreements and organizational documents, and with respect to written information relating to such
holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7 Cooperation. The principal executive
officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all
other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8 Records. The Company shall make available
for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating
in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any holder
of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection
with such Registration Statement.


 


3.1.9 Opinions and Comfort Letters. The
Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed
to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter
from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered
to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10 Earnings Statement. The Company
shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders,
as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months
after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing. The Company shall use its
best efforts to cause all Registrable Securities included in any Registration to be listed on such exchanges or otherwise designated
for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar
securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included
in such Registration.


 


3.1.12 Transfer Agent. The Company shall
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of the Registration Statement.


 




    	 	8	 



     


    




3.1.13 Misstatements. The Company shall
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 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 therein in the light of the circumstances under which they were made
not misleading (a “Misstatement”), and then to correct such Misstatement.


 


3.2 Obligation to Suspend Distribution.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or,
in the case of a resale Registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant
to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information,
each holder of Registrable Securities included in any Registration shall immediately discontinue disposition of such Registrable
Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented
or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact
in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver
to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus
covering such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration Expenses. The Company
shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any Registration on Form S-3 effected pursuant to Section 2.3, and all expenses
incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement
becomes effective, including, without limitation: (i) all Registration and filing fees and fees of any securities exchange
on which the Common Stock is then listed; (ii) fees and expenses of compliance with securities or “blue sky” laws
(including fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of the Registrable
Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) the Company’s internal expenses (including,
without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection
with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority
fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants
retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested
pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection
with such Registration; and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest
of the Registrable Securities included in such Registration; provided that if any such Registrable Securities are held by MasTec then such counsel shall be reasonably acceptable to
MasTec. The Company shall have no obligation to pay any underwriting discounts
or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts
or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and
the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling
in such offering.


 


3.4 Information. The holders of Registrable
Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in
connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the Registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with federal and applicable state securities laws.


 


3.5 Requirements for Participation in Underwritten
Offerings. No person may participate in any underwritten 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 underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers
of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.


 




    	 	9	 



     


    




3.6 Suspension of Sales; Adverse Disclosure.
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. If the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure (as defined below) or would require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s
control, 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, but in no event more than thirty (30) days,
determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the
preceding sentence, 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. The Company shall
immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.6.
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure,
in the good faith judgment of the principal executive officer or principal financial officer of the Company, 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, and (iii) the Company has a bona fide business purpose for not making such information
public.


 


3.7 Reporting Obligations. As long as
any holder shall own Registrable Securities, the Company, at all times while it shall be reporting 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. 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 shares of the
Common Stock 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, including providing any legal opinions. 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.


 


4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification by the Company. The
Company agrees to indemnify and hold harmless the Sponsor and each other holder of Registrable Securities, and each of their respective
officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls the
Sponsor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments,
claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue
statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission)
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 required of the Company in connection with any such Registration; and the Company shall promptly reimburse the
Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection
with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that
the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out
of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration
Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon
and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The
Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members
and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided
above in this Section 4.1.


 




    	 	10	 



     


    




4.2 Indemnification by Holders of Registrable
Securities. Each selling holder of Registrable Securities will, in the event that any Registration is being effected under
the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless
the Company, each of its directors and officers and each underwriter (if any), and each other selling holder and each other person,
if any, who controls another selling holder or such underwriter within the meaning of the Securities Act, against any losses, claims,
judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material
fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a
material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission
was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly
for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person
for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not
joint and shall be limited to the amount of any net proceeds actually received by such selling holder. Each selling holder of Registrable
Securities shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members
and agents and each person who controls such Underwriter to the same extent as provided in the foregoing with respect to indemnification
of the Company.


 


4.3 Conduct of Indemnification Proceedings.
Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity
may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in
respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying
Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by
the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying
Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced
by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified
Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes,
jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified
Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such
claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified
Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified
Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be
sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying
Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened
proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder
by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from
all liability arising out of such claim or proceeding.


 




    	 	11	 



     


    




4.4 Contribution.


 


4.4.1 If the indemnification provided for in the
foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability
or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2 The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 4.4 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 the immediately preceding Section 4.4.1.
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of
the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received
by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.


 


4.5 Survival. 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.


 


5. UNDERWRITING
AND DISTRIBUTION.


 


5.1 Rule 144. The Company covenants that
it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further
action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such rules may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.


 


6. MISCELLANEOUS.


 


6.1 Other Registration Rights. The Company
represents and warrants that no person, other than a holder of the Registrable Securities and the representative of the underwriters
of the Company’s initial public offering, has any right to require the Company to Register any shares of the Company’s
capital stock for sale or to include shares of the Company’s capital stock in any Registration filed by the Company for the
sale of shares of capital stock for its own account or for the account of any other person. Further, the Company represents and
warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions
and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


6.2 Assignment; No Third Party Beneficiaries.
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. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may
be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to
the benefit of each of the parties and the permitted assigns of the Sponsor or holder of Registrable Securities or of any assignee
of the Sponsor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons
that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. 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 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).


 




    	 	12	 



     


    




6.3 Notices. All notices, demands, requests,
consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder
or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air
courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below,
or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the
date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service
or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next
business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery
of such notice to a reputable air courier service with an order for next-day delivery.


 


To the Company:


 


Pensare Acquisition Corp.

1720 Peachtree Street

Suite 629

Atlanta, GA 30309

Attn: Chief Executive Officer


 


with a copy to:


 


Greenberg Traurig, LLP

The MetLife Building, 200 Park Avenue

New York, NY 10166

Attn: Alan Annex, Esq.


 


To EarlyBirdCapital, Inc.:


 


EarlyBirdCapital, Inc.

One Huntington Quadrangle, Suite 4C18

Melville, New York 11747

Attn: Eileen Moore

Fax No.: []


 


with a copy, to:


 


Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, New York 10174

Attn: David Alan Miller, Esq.

Fax No.: (212) 818-8881


 


To MasTec:


MasTec, Inc.


800 S. Douglas Road, 12th Floor


Coral Gables, FL 33134


Atten:  Chief Financial Officer


General Counsel


with a copy to:


Holland & Knight LLP


701 Brickell Avenue


Miami, FL 33131


Attn: Ira N. Rosner, Esq.


Email: ira.rosner@hklaw.com


 


To all other Holders (or to such other address as such
party shall have specified most recently by written notice):


 


c/o Pensare Acquisition Corp.

1720 Peachtree Street

Suite 629

Atlanta, GA 30309

Attn: Chief Executive Officer


 




    	 	13	 



     


    




6.4 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible that is valid and enforceable.


 


6.5 Counterparts. This Agreement may
be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.


 


6.6 Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto)
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.7 Modifications and Amendments.
Upon the written consent of the Company and the holders of at least sixty-six and two-thirds percent (66-2/3%) of the
Registrable Securities (including MasTec if it then holds Registrable Securities) at the time in question, 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 notwithstanding the foregoing, any amendment
hereto or waiver hereof that adversely affects one holder of Registrable Securities, solely in its capacity as a holder of
the shares of Common Stock of the Company, in a manner that is materially different from the other holders of
Registrable Securities (in such capacity) shall require the consent of the holder so affected. No course of dealing between
any holders of Registrable Securities or the Company and any other party hereto or any failure or delay on the part of a
holder of Registrable Securities 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 of Registrable Securities 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.


 


6.8 Titles and Headings. Titles and headings
of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


 


6.9 Waivers and Extensions. Any party
to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will
not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may
be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.10 Remedies Cumulative. In the event
that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Sponsor
or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any
one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right,
power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.11 Governing Law. This Agreement shall
be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements
made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would
compel the application of the substantive laws of any other jurisdiction.


 


6.12 Waiver of Trial by Jury. Each party
hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding
(whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the Sponsor in the negotiation, administration, performance or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	14	 



     


    




IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.


 


	 	COMPANY:
	 	 
	 	PENSARE ACQUISITION CORP.,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	 	Name: Darrell J. Mays
	 	 	Title: Chief Executive Officer
	 	 
	 	HOLDERS:
	 	 
	 	PENSARE SPONSOR GROUP, LLC,
	 	a Delaware limited liability company
	 	 
	 		By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	MASTEC, INC.,
	 	a Florida corporation
	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	a Delaware corporation
	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	By:	 
	 	 	Name: Klaas Baks
	 	 
	 	By:	 
	 	 	Name: Suzanne Shank
	 	 
	 	By:	 
	 	 	Name: Dennis Lockhart
	 	 
	 	By:	 
	 	 	Name: U. Bertram Ellis, Jr.
	 	 
	 	By:	 
	 	 	Name: Karl Krapek
	 	 
	 	By:	 
	 	 	Name: Rayford Wilkins, Jr.


 


[Signature Page to Registration Rights Agreement]