Exhibit 4.4


 


FORM OF

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of June 9, 2021, is made and entered into by and between FinServ Acquisition Corp.,
a Delaware corporation (the “Company”) and FinServ Holdings LLC, a Delaware limited liability company (the “Sponsor,”),
the undersigned parties listed under “Existing Holders” on the signature pages hereto (each such party, together with the
Sponsor and any person or entity deemed an “Existing Holder,” an “Existing Holder” and collectively,
the “Existing Holders”) and the undersigned parties listed under New Holders on the signature pages hereto,
(each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement
pursuant to Section 5.2 of this Agreement, including the Curo Holders, a “New Holder” and collectively
the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings
ascribed thereto in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Company and the Existing Holders
are party to that certain Registration Rights Agreement, dated October 31, 2019 (the “Existing Registration Rights Agreement”),
pursuant to which the Company granted the Existing Holders certain registration rights with respect to certain securities of the Company;


 


WHEREAS, the Company has entered into that
certain Agreement and Plan of Merger, dated as of December 18, 2020 (the “Merger Agreement”), by and among the
Company, Keys Merger Sub 1, Inc., a Delaware corporation, Keys Merger Sub 2, LLC, a Delaware limited liability company, Katapult Holdings,
Inc., a Delaware corporation, and, Orlando Zayas, in his capacity as the Holder Representative;


 


WHEREAS, pursuant to the transactions contemplated
by the Merger Agreement and subject to the terms and conditions set forth therein, the New Holders will receive shares of the common stock,
par value $0.0001 per share, of the Company (“Common Stock”) upon the closing of such transactions (the “Closing”);


 


WHEREAS, the Company and the Sponsor have
entered into that certain Securities Subscription Agreement, dated as of August 9, 2019, pursuant to which the Sponsor purchased an aggregate
of 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 per
share (the “Class B Common Stock”), up to 750,000 of which would be forfeited to the Company for no consideration
depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;


 


WHEREAS, on October 31, 2019, the Company
effected a 1.1-for-1 stock dividend, for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate
of 6,325,000 Founder Shares, 75,000 of which were forfeited in connection with the underwriters of the Company’s initial public
offering exercising their over-allotment option;


 


WHEREAS, pursuant to pursuant to Section 5.5
of the Existing Registration Rights Agreement, the provisions, covenants and conditions set forth therein may be amended or modified upon
the written consent of the Company and the Existing Holders of a majority-in-interest of the “Registrable Securities” (as
such term was defined in the Existing Registration Rights Agreement) at the time in question;


 


WHEREAS, on October 31, 2019, the Company
and the Sponsor entered into that certain Unit Subscription Agreement, pursuant to which the Sponsor agreed to purchase 665,000 units
(regardless of whether the over-allotment option in connection with the Company’s initial public offering is exercised), each unit
consisting of one share of Common Stock and one half of one warrant to purchase one share of Common Stock (the “Private Placement
Units”), in a private placement transaction occurring simultaneously with the closing of the Company’s initial public
offering;


 






    


     


    

 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below) the Sponsor or an affiliate of the Sponsor
or certain of the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000
of such loans may be convertible into units, each unit consisting of one share of Common Stock and one-half of one warrant to purchase
one share of Common Stock (“Working Capital Units”) at a price of $10.00 per unit; and


 


WHEREAS, the Company and all of the Existing
Holders desire to amend and restate the Existing Registration Rights Agreement in order to provide the Existing Holders and the New Holders
certain registration rights with respect to certain securities of the Company, as 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:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief 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.


 


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


 


“Blackout Period” shall
have the meaning given in subsection 2.4.


 


“Block Trade” means an
offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise)
without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction,
but excluding a variable price reoffer.


 


“Board” shall mean the
Board of Directors of the Company.


 


“business day” means
a day, other than a Saturday or Sunday, on which commercial banks in New York, New York or Seattle, Washington are open for
the general transaction of business.


 


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


 


“Commission” shall mean
the Securities and Exchange Commission.


 


“Company” shall have
the meaning given in the Preamble.


 


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


 


“Company” shall have
the meaning given in the Preamble.


 


“Company Shelf Takedown Notice”
shall have the meaning given in subsection 2.1.3.


 


“Curo Holders” shall
mean Curo Financial Technology Corp. or any of its assignees, successors or Permitted Transferees.


 


“Demand Registration”
shall have the meaning given in subsection 2.2.1.


 


“Demanding Holders” shall
have the meaning given in subsection 2.2.1.


 


“Effectiveness Deadline”
shall have the meaning given in subsection 2.1.1.


 






    2


     


    

 


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


 


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


 


“Existing Registration Rights Agreement”
shall have the meaning given in the Recitals hereto.


 


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


 


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


 


“Founder Shares” shall
have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issued upon conversion thereof.


 


“Founder Shares Lock-Up Period”
shall mean, with respect to the Founder Shares, from the date hereof until the earlier of (A) 180 days after the date hereof; (B) the
first date the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the date
hereof, but in no event prior to the expiration of the New Holder Lock-Up Period; and (C) the date on which the Company completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.


 


“Holders” shall mean
the Existing Holders and the New Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2.


 


“Insider Letter” shall
mean that certain letter agreement, dated as of October 31, 2019, by and among the Company, the Sponsor and each of the Company’s
officers, directors, director nominees and advisors.


 


“Lock-Up Periods” shall
mean the Founder Shares Lock-Up Period, the New Holder Lock-Up Period and the Private Placement Lock-Up Period.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.2.4.


 


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


 


“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 necessary to make the statements in a Registration Statement or Prospectus (in the case of the Prospectus, in the light of the circumstances
under which they were made) not misleading.


 


“New Holders” shall have
the meaning given in the Preamble.


 


“New Holder Lock-Up Period”
shall mean, with respect to the Common Stock held by the New Holders or their Permitted Transferees, as of the date hereof until the earliest
to occur of (A) 180 days after the date hereof; (B) the first date the closing price of the Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 90 days after the date hereof; and (C) the date on which the Company completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their Common Stock for cash, securities or other property.


 


“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 applicable Lock-Up Period, under the Insider Letter, this Agreement and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.3.1.


 






    3


     


    

 


“Private Placement Lock-Up Period”
shall mean, with respect to Private Placement Units that are held by the initial purchasers of such Private Placement Units or their Permitted
Transferees, and any of the securities underlying the Private Placement Units, including the Private Placement Shares, the Private Placement
Warrants and the Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by
the initial purchasers of the Private Placement Units or their Permitted Transferees, the period ending 30 days after the date hereof.


 


“Private Placement Shares”
shall mean the shares of Common Stock comprising the Private Placement Units.


 


“Private Placement Units”
shall have the meaning given in the Recitals hereto.


 


“Private Placement Warrants”
shall mean the warrants comprising the Private Placement Units.


 


“Pro Rata” shall have
the meaning given in subsection 2.1.4.


 


“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) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the
Private Placement Units (including the Private Placement Shares, the Private Placement Warrants and the Common Stock issued or issuable
upon the exercise of the Private Placement Warrants), (c) any issued and outstanding share of Common Stock or any other equity security
(including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by an Existing
Holder as of the date of this Agreement, (d) any equity securities (including the shares of Common Stock issued or issuable upon
the exercise of any such equity security) of the Company issuable upon conversion of any Working Capital Units, and (e)  any outstanding
shares of Common Stock or any other equity security of the Company held by a New Holder (including (i) any shares issued or issuable pursuant
to the Merger Agreement, and (ii) any shares transferred to a Permitted Transferee and the shares of Common Stock issued or issuable upon
the exercise of any such other equity security) and (f) any other equity security of the Company issued or issuable with respect
to any such share of the Common Stock described in the foregoing clauses (a) through (f) by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, 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 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; or (D) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (together with any successor rule promulgated thereafter by the Commission,
“Rule 144”) (but with no volume or other restrictions or limitations thereunder).


 


“Registration” shall
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.


 


“Registration Expenses”
shall mean the out-of-pocket 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 any securities exchange on
which the Common Stock is then listed;


 


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


 


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


 






    4


     


    

 


(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 (1) legal
counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and
sale in the applicable Registration.


 


“Registration Statement”
shall mean any registration statement that covers the 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 Holder” shall
have the meaning given in subsection 2.2.1.


 


“Restricted Securities”
shall have the meaning given in subsection 3.6.1.


 


“Rule 144” shall
have the meaning given in the definition of “Registrable Security.”


 


“Rule 415” shall
have the meaning given in subsection 2.1.1.


 


“SEC” shall mean the
United States Securities and Exchange Commission.


 


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


 


“Shelf Takedown Notice”
shall have the meaning given in subsection 2.1.3.


 


“Shelf Threshold” shall
have the meaning given in subsection 2.1.3.


 


“Shelf Underwritten Offering”
shall have the meaning given in subsection 2.1.3.


 


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


 


“Underwriter” shall mean
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.


 


“Underwritten Registration”
or “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.


 


“Working Capital Units”
shall have the meaning given in the Recitals hereto.


 






    5


     


    

 


ARTICLE
II

REGISTRATIONS


 


2.1 Shelf
Registration.


 


2.1.1 Initial
Registration. The Company shall, as promptly as reasonably practicable, but in no event later than fifteen (15) business days after
the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file a Registration Statement
under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders (and certain other outstanding
equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar
provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified
in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective
as promptly as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) business days following
the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be
extended to one hundred and twenty (120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments
from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration
statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3 is not then available to the Company,
on Form S-1 (a “Form S-1 Shelf”) or such other form of registration statement as is then available
to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus
in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective
date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale
pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders, including
the registration of the distribution to its shareholders, partners, members or other affiliates. The Company agrees to provide in a Registration
Statement (and in any prospectus or prospectus supplement forming a part of such Registration Statement) that all assignees, successors
or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling stockholders under the Registration Statement
(or any such prospectus or prospectus supplement) with respect to such Registrable Securities. The Company shall use its reasonable best
efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and
amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration
Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have
ceased to be Registrable Securities. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including
the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the
Securities Act and the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration
Statement, in the light of the circumstances under which such statement is made).


 


2.1.2 Form S-3
Shelf. If the Company files a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary
sales, the Company shall use its reasonable best efforts to file a Form S-1 Shelf as promptly as reasonably practicable to replace
the shelf registration statement that is a Form S-3 Shelf and have the Form S-1 Shelf declared effective as promptly as reasonably
practicable and to cause such Form S-1 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure
that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of
all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.


 


2.1.3 Shelf
Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by subsection
2.1.1 or 2.1.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering
that is registered pursuant to such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”),
provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $35,000,000 from such Shelf Underwritten
Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering
but in no event less than $10,000,000 in aggregate gross proceeds (the “Shelf Threshold”). All requests for
a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”).
Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten
Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five
(5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten
Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to
reductions consistent with the Pro Rata calculations in Section 2.2.4, shall include in such Shelf Underwritten Offering all
Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after
sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall
enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing
Underwriter or Underwriters selected by the initiating Holders and shall take all such other reasonable actions as are requested by the
managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection
with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV,
the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities
and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities.


 






    6


     


    

 


2.1.4 Holder
Information Required for Participation in Shelf Registration. At least ten (10) business days prior to the first anticipated filing
date of a Registration Statement pursuant to this Article II, the Company shall use reasonable best efforts to notify each
Holder in writing (which may be by email) of the information reasonably necessary about the Holder to include such Holder’s Registrable
Securities in such Registration Statement. Notwithstanding anything else in this Agreement, the Company shall not be obligated to include
such Holder’s Registrable Securities to the extent the Company has not received such information, and received any other reasonably
requested agreements or certificates, on or prior to the fifth business day prior to the first anticipated filing date of a Registration
Statement pursuant to this Article II.


 


2.2 Demand
Registration.


 


2.2.1 Request
for Registration. Subject to the provisions of subsection 2.2.4 hereof and provided that the Company does not have an effective
Registration Statement pursuant to subsection 2.1.1 outstanding covering Registrable Securities, (a) the Existing Holders
of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Existing Holders, (b) the
New Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the New Holders, (c) any
Holder meeting the Shelf Threshold or (d) the Curo Holders (the “Demanding Holders”), in each case, may make
a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type
of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify,
in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes
to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such
Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt
by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall file, as soon
thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration,
a Form S-3 Shelf or, if Form S-3 is not then available to the Company, a Form S-1 Shelf covering of all Registrable Securities
requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration and shall use reasonable best efforts to
cause such Registration Statement to become effective as promptly as practicable after filing.


 


2.2.2 Effective
Registration. Notwithstanding the provisions of subsection 2.2.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if,
after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand
Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental
agency, the Registration Statement with respect to such Registration shall 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 initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly 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 or required to file another Registration Statement until the Registration Statement that has been previously filed with
respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.2.3 Underwritten
Offering. Subject to the provisions of subsection 2.2.4, if Demanding Holders meeting the Shelf Threshold so advise the
Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall
be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable
Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion
of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing
to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3 shall enter into an
underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of
the Demanding Holders initiating the Demand Registration.


 






    7


     


    

 


2.2.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration, in good faith, advises the
Company, the Demanding Holders and 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 the Common Stock, if any, as to which a Registration has been requested pursuant to separate
written contractual piggy-back registration rights held by any other stockholders who desire to sell, 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, as follows: (i) first, the Registrable Securities of the Demanding Holders and Requesting Holders exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof (pro rata based on the respective
number of Registrable Securities that each Demanding Holder and Requesting Holder has requested be included in such Underwritten Registration
and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders together have requested be included
in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause, 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 (iii) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i) and (ii), the Common Stock or other equity securities of other persons or entities that the Company is obligated
to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding
the Maximum Number of Securities.


 


2.2.5 Demand
Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration or any of the Requesting Holders (if any),
pursuant to a Registration under subsection 2.2.1 shall have the right to withdraw from a Registration pursuant to such Demand
Registration or a Shelf Underwritten Offering pursuant to subsection 2.1.3 for any or no reason whatsoever upon written notification
to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration at least three (3) business
days prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable
Securities pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415, at least five
(5) business days prior to the time of pricing of the applicable offering). Notwithstanding anything to the contrary in this Agreement,
the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration
or a Shelf Underwritten Offering prior to its withdrawal under this subsection 2.2.5.


 


2.3 Piggyback
Registration.


 


2.3.1 Piggyback
Rights. If 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, for its own account or for
the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant
to Section 2.2 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or
other benefit plan, (ii) for a rights offering or 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 give written notice of such proposed filing to all of the Holders of Registrable Securities
as soon as practicable but not less than four (4) business days before the anticipated filing date of such Registration Statement, 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 register the sale of such number of Registrable Securities as such Holders may request in
writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable
best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities
requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and
conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their
Registrable Securities through an Underwritten Offering under this subsection 2.3.1 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






    8


     


    

 


2.3.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration 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 that the Company desires to sell, taken together with (i) the 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 (ii) the Registrable Securities as to which registration has been requested pursuant
to Section 2.3 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested pursuant to separate
written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a) If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (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 subsection 2.3.1 hereof,
Pro Rata, 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, if any, as to which Registration has
been requested or demanded pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which
can be sold without exceeding the Maximum Number of Securities;


 


(b) If
the Registration 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 (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 subsection 2.3.1, Pro Rata, 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.


 


2.3.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities 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 an Underwritten Registration pursuant to Rule 415, at least five (5) business days
prior to the time of pricing of the applicable offering). 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 at any time prior to the effectiveness of such Registration Statement.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with the Piggyback Registration prior to its withdrawal under this subsection 2.3.3.


 


2.3.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof or a Shelf Underwritten
Offering effected under subsection 2.1.3.


 






    9


     


    

 


2.4 Restrictions
on Registration Rights. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to (but may,
at its sole option) (A) effect any Demand Registration or an Underwritten Offering (i) within sixty (60) days after the closing
of an Underwritten Offering or (ii) 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 and twenty (120) days after the effective date of, a Company initiated
Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant
to subsection 2.2.1 and it continues to actively employ, in good faith, all reasonable best efforts to cause the applicable
Registration Statement to become effective or (B) file a Registration Statement (or any amendment thereto) or effect an Underwritten
Offering (or, if the Company has filed a Shelf Registration Statement and has included Registrable Securities therein, the Company shall
be entitled to suspend the offer and sale of Registrable Securities pursuant to such Registration Statement) for a period of up to thirty
(30) days (i) if the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the
commitment of underwriters to firmly underwrite the offer or (ii) if the Company has determined in good faith that the sale of Registrable
Securities pursuant a Registration Statement would require disclosure of material non-public information not otherwise required to be
disclosed under applicable securities laws (x) which disclosure would have a detrimental effect on the Company or (y) relating
to a material transaction involving the Company (any such period, a “Blackout Period”); provided, however, that
in no event shall any Blackout Period together with other Blackout Periods exceed an aggregate of 90 days in any consecutive 12-month
period.


 


2.5 Block
Trades. Notwithstanding any other provision of Article II, but subject to Sections 2.4 and 3.4, if
the Holders desire to effect a Block Trade, the Holders shall provide written notice to the Company at least five (5) business days prior
to the date such Block Trade will commence. As promptly as reasonably practicable, the Company shall use its reasonable best efforts to
facilitate such Block Trade. The Holders shall use reasonable best efforts to work with the Company and the Underwriter(s) (including
by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) in order to facilitate preparation
of the Registration Statement, Prospectus and other offering documentation related to the Block Trade and any related due diligence and
comfort procedures.


 


ARTICLE
III

COMPANY PROCEDURES


 


3.1 General
Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable
best 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 covered by
such Registration Statement have been sold;


 


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 majority-in-interest of the Holders with 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 each Holder of Registrable Securities included in such Registration, and such Holder’s 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 each Holder 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;


 






    10


     


    

 


3.1.4 prior
to any public offering of Registrable Securities, use its reasonable 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 any Holder 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 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 securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


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


 


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


 


3.1.8 at
least three (3) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation,
providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;


 


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


 


3.1.10 permit
a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriter(s), if
any, and any attorney or accountant retained by such Holders or Underwriter(s) 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 any such representative or Underwriter enters into a confidentiality agreement, in form and substance reasonably
satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company may
not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement
or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference
into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder
or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document,
which comments the Company shall include unless contrary to applicable law;


 


3.1.11 obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration
for the benefit of the Underwriters, in customary form and covering such matters of the type customarily covered by “comfort”
letters as the managing Underwriter(s) may reasonably request;


 


3.1.12 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter,
dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Underwriter(s), if any, covering
such legal matters with respect to the Registration in respect of which such opinion is being given as the Underwriter(s) may reasonably
request and as are customarily included in such opinions and negative assurance letters;


 






    11


     


    

 


3.1.13 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter 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 promulgated
thereafter by the Commission);


 


3.1.15 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of the Shelf Threshold, 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(s) in any 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.


 


3.2 Registration
Expenses. Except as otherwise provided herein, 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’ 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 any Holder.


 


3.3 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.


 


3.4 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 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; provided, however, that in no event shall such delay or suspension exceed an aggregate of 90 days
in any consecutive 12-month period. 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 3.4.


 


3.5 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. 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, 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.


 






    12


     


    

 


3.6 Transfer
Restrictions.


 


3.6.1 During
the applicable Lock-Up Periods, none of the Existing Holders or the New Holders shall offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock issued pursuant to the Merger
Agreement, that are subject to an applicable Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that
represent the right to receive shares of Common Stock that are subject to an applicable Lock-Up Period, whether now owned or hereinafter
acquired, that is owned directly by such Holder (including securities held as a custodian) or with respect to which such Holder has beneficial
ownership within the rules and regulations of the Commission (such securities that are subject to an applicable Lock-Up Period, the “Restricted
Securities”), other than any transfer to an affiliate of a Holder, as applicable, or to other Holders who hold Restricted
Securities. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from engaging in any hedging or other
transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a
sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Holder.
Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or
call option) with respect to any of the Restricted Securities of the applicable Holder, or with respect to any security that includes,
relates to, or derives any significant part of its value from such Restricted Securities.


 


3.6.2 Each
Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 for the duration of
the applicable Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances,
and claims that could impact the ability of such Holder to comply with the foregoing restrictions Each Holder agrees and consents to the
entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities
during the applicable Lock-Up Period.


 


ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by 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 furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and 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 the indemnification of the Holder.


 


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 as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any 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
statement or 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.


 






    13


     


    

 


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 (in addition to any local counsel)
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation.


 


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


 


4.1.5 If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and 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 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 and the benefits received by such indemnifying party
or indemnified party; provided, however, that the liability of any Holder under this subsection 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 subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or 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 subsection 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 subsection 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
subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 






    14


     


    

 


ARTICLE
V

MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice
or communication under this Agreement must be addressed, if to the Company, to: c/o Finserv Acquisition Corp., 3 Columbus Circle, Suite
2400, New York, NY 10019, Attention: Chief Executive Officer, and, if to any Holder, at such Holder’s address or contact information
as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by
written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such
notice as provided in this Section 5.1.


 


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. 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 such Holder, following the expiration of the Lock-Up Period.


 


5.2.2 Prior
to the expiration of any Lock-Up Period, no Holder subject to any such Lock-Up Period may assign or delegate such Holder’s rights,
duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except in connection with
a transfer of Registrable Securities by such Holder to another Holder who is subject to the Lock-Up Period or to a Permitted Transferee,
but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.


 


5.2.3 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4 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.


 


5.2.5 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). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 






    15


     


    

 


5.4 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE
THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG
NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH
JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK
COUNTY IN THE STATE OF NEW YORK.


 


5.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the 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 either the Existing Holders as a group, or the New Holders as
a group, as the case may be, in a manner that is materially adversely different from the New Holders or the Existing Holders, respectively,
shall require the consent of at least a majority-in-interest of the Registrable Securities held by such Existing Holders or a majority-in-interest
of the Registrable Securities held by the New Holders, as applicable, at the time in question so affected; provided, further,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder or group of affiliated Holders
(including the Curo Holders), solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially
different from the other Holders (in such capacity) shall require the consent of the Holder or group of affiliated Holders so affected.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the
Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or
the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6 Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right
to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
filed by the Company for the sale of securities 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.


 


5.7 Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date
as of which (A) all of the Registrable Securities have been sold or disposed of or (B) the Holders of all Registrable Securities
are permitted to sell the Registrable Securities under Rule 144 under the Securities Act without limitation on the amount of securities
sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.


 


[Signature Page Follows]


 




    16


     


    

 


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


 


	 	COMPANY:
	 	 
	 	FINSERV ACQUISITION CORP., a Delaware corporation
	 	 
	 	By:	/s/ Lee Einbinder
	 	Name:	Lee Einbinder
	 	Title:	Chief Executive Officer
	 	 	 
	 	HOLDERS:
	 	 
	 	FINSERV HOLDINGS LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Lee Einbinder
	 	Name:	Lee Einbinder
	 	Title:	Managing Member



 


	 	EXISTING HOLDERS
	 	 
	 	 	/s/ Lee Einbinder
	 	 	 
	 	 	/s/ Howard Kurtz
	 	 	 
	 	 	/s/ Robert Matza
	 	 	 
	 	 	/s/ Diane B. Glossman
	 	 	 
	 	 	/s/ Aris Kekedjian


 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 




    


     


    

 


	 	NEW HOLDERS:
	 	 	 	 
	 	CURO FINANCIAL TECHNOLOGIES CORP.



	 	 	 	 
	 	By:	/s/ Don Gayhardt
	 	 	Name:	Don Gayhardt
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	BLUMBERG CAPITAL III, L.P.
	 	 	 	 
	 	By: Blumberg Capital Management III, LLC, its General

 Partner
	 	 	 	 
	 	By:	/s/ Steve Gillan
	 	 	Name:	Steve Gillan
	 	 	Title:	  COO/CFO
	 	 	 	 
	 	TRIBECA VENTURE FUND I, L.P.
	 	 	 	 
	 	By: Tribeca Venture Fund I GP, LLC
  Its General Partner
	 	 	 	 
	 	
    By:
	/s/ Brian Hirsch
	 	 	Name:	Brian Hirsch
	 	 	Title:	 Managing Partner
	 	 	 	 
	 	TRIBECA VENTURE FUND I (NY), L.P.
	 	 	 	 
	 	By: Tribeca Venture Fund I GP, LLC
	 	Its General Partner
	 	 	 	 
	 	By:	/s/ Brian Hirsch
	 	 	Name:	Brian Hirsch
	 	 	Title:	Managing Partner
	 	 	 	 
	 	DON GAYHARDT
	 	 	 	 
	 	 	/s/ Don Gayhardt
	 	 	 	 
	 	BRIAN HIRSCH



	 	 
	 	 	/s/ Brian Hirsch



 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 




    


     


    

 


	 	BRUCE TARAGIN



	 	 
	 	 	/s/ Bruce Taragin
	 	 	 
	 	ORLANDO ZAYAS



	 	 
	 	 	/s/ Orlando Zayas
	 	 	 
	 	DEREK MEDLIN 



	 	 
	 	 	/s/ Derek Medlin
	 	 	 
	 	KARISSA LONG
	 	 
	 	 	/s/ Karissa Long
	 	 	 
	 	CHANDAN CHOPRA
	 	 
	 	 	/s/ Chandan Chopra
	 	 	 
	 	FANGQIU SUN
	 	 
	 	 	/s/ Fangqiu Sun



 


[Signature Page to Amended and Restated Registration
Rights Agreement]