Exhibit 10.7


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT, dated as of June 21, 2021 (this “Agreement”), is entered into by and between Angel Oak Mortgage, Inc.,
a Maryland corporation (the “Company”), and Falcons I, LLC, a Delaware limited liability company and the external
manager of the Company (the “Manager”).


 


RECITALS


 


WHEREAS, the Company may,
from time to time, grant to the Manager awards under the Company’s 2021 Equity Incentive Plan consisting of shares of Common Stock
(as defined herein) or securities exercisable or exchangeable for shares of Common Stock (the “Plan Common Shares”);
and


 


WHEREAS, the Company and
the Manager desire to enter into this Agreement to provide the Manager and its permitted transferees with certain registration rights
described herein with respect to the Plan Common Shares.


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I.

EFFECTIVENESS


 


Setion
1.1.     Effectiveness. This Agreement shall become effective
upon the date first written above.


 


ARTICLE II.

DEFINITIONS


 


Setion
2.1.     Definitions. As used in this Agreement, the following
terms shall have the following meanings:


 


“Adverse Disclosure”
means public disclosure of material non-public information that, in the good faith judgment of the board of directors of the Company:
(i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement,
from and after its effective date, does not contain an 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; (ii) would not be required to be made at such time
but for the filing, effectiveness or continued use of such Registration Statement; and (iii) the Company has a bona fide
business purpose for not disclosing publicly.


 


“Affiliate”
of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For
the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.


 






     


     


    

 


“Agreement”
has the meaning set forth in the preamble.


 


“Articles of Amendment”
means the Articles of Amendment and Restatement of the Company as filed with the State Department of Assessments and Taxation of Maryland
on June 17, 2021, as the same may be amended, modified or restated from time to time.


 


“Business Day”
means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City
of New York.


 


“Common Stock”
means the Company’s common stock, par value $0.01 per share.


 


“Company”
has the meaning set forth in the preamble.


 


“Demand Notice”
has the meaning set forth in Section 3.1.3.


 


“Demand Registration”
has the meaning set forth in Section 3.1.1(a).


 


“Demand Registration
Request” has the meaning set forth in Section 3.1.1(a).


 


“Demand Registration
Statement” has the meaning set forth in Section 3.1.1(c).


 


“Demand Suspension”
has the meaning set forth in Section 3.1.6.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder,
all as the same shall be in effect from time to time.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Holder”
means (a) the Manager or (b) any assignee or transferee of Registrable Securities to the extent such assignee or transferee
agrees in writing to be bound by all the provisions hereof, unless (i) such Registrable Securities are acquired in a public distribution
pursuant to a Registration Statement under the Securities Act, or (ii) such assignee or transferee is an employee of the Manager
or an Affiliate thereof, in which case such assignee or transferee that is an employee of the Manager or an Affiliate thereof
shall be deemed to have agreed to be bound by all the provisions of this Agreement if and to the extent that such assignee or transferee
that is an employee of the Manager or an Affiliate thereof has exercised any rights under this Agreement,


 


“Inspectors”
has the meaning set forth in Section 3.5.1(q).


 


“IPO”
means the Company’s initial Public Offering of its Common Stock registered under the Securities Act.


 


“Issuer Free Writing
Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer
of the Registrable Securities.


 






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“Loss”
has the meaning set forth in Section 3.8.1.


 


“Manager”
means Falcons I, LLC, a Delaware limited liability company and the external manager of the Company.


 


“Market Value”
means the volume-weighted average closing price per share of Common Stock on the primary securities exchange on which shares of Common
Stock are then listed or quoted for the 10 consecutive trading days immediately preceding the date of a written request for registration
or other applicable measurement date.


 


“Ownership Limit
Provisions” mean the various provisions of the Articles of Amendment set forth in Article VII thereof restricting the
transfer and ownership of shares of Common Stock by Persons to specified percentages of the outstanding shares of Common Stock.


 


“Person”
means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated
organization, entity or division, or any government, governmental department or agency or political subdivision thereof.


 


“Piggyback Notice”
has the meaning set forth in Section 3.3.1.


 


“Piggyback Registration”
has the meaning set forth in Section 3.3.1.


 


“Plan Common Shares”
has the meaning set forth in the Recitals.


 


“Potential Takedown
Participant” has the meaning set forth in Section 3.2.5(b).


 


“Pro Rata Portion”
means, with respect to any applicable Holder requesting that its shares be registered or sold in an Underwritten Public Offering, a number
of such shares equal to the aggregate number of Registrable Securities to be registered or sold (excluding any shares to be registered
or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities
held by such Holder, and the denominator of which is the aggregate number of Registrable Securities held by all Holders requesting that
their Registrable Securities be registered or sold.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective
amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing
Prospectus.


 


“Public Offering”
means a public offering and sale for cash of Common Stock or of securities into which Common Stock may be exchanged or converted pursuant
to an effective Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8
or any successor form).


 


“Registrable Securities”
means the Plan Common Shares at any time owned, either of record or beneficially, by any Holder and any additional shares of Common Stock
issued as a dividend, distribution, substitution or exchange for, upon any stock split, reverse stock split, recapitalization, combination
or similar event, or in respect of the Plan Common Shares until (i) a Registration Statement covering such Plan Common Shares has
been declared (or become) effective under the Securities Act and such Plan Common Shares have been disposed of pursuant to such effective
Registration Statement, (ii) such Plan Common Shares have been disposed of pursuant to Rule 144, or (iii)  such Plan Common
Shares have ceased to be outstanding.


 






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“Registration”
means registration under the Securities Act of the offer and sale to the public of any Registrable Securities under a Registration Statement.
The terms “register,” “registered” and “registering” shall have correlative
meanings.


 


“Registration Expenses”
has the meaning set forth in Section 3.7.


 


“Registration Statement”
means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, including the related
Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits
and all material incorporated by reference in such registration statement other than a registration statement (and related Prospectus)
filed on Form S-4 or Form S-8 or any successor form thereto.


 


“Rule 144”
means Rule 144 under the Securities Act (or any successor provision).


 


“SEC”
means the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.


 


“Securities Act”
means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all
as the same shall be in effect from time to time.


 


“Shelf Registration”
has the meaning set forth in Section 3.2.1.


 


“Shelf Registration
Notice” has the meaning set forth in Section 3.2.2.


 


“Shelf Registration
Request” has the meaning set forth in Section 3.2.1.


 


“Shelf Registration
Statement” has the meaning set forth in Section 3.2.1.


 


“Shelf Suspension”
has the meaning set forth in Section 3.2.4.


 


“Shelf Takedown
Notice” has the meaning set forth in Section 3.2.5(b).


 


“Shelf Takedown
Request” has the meaning set forth in Section 3.2.5(a).


 


“Transfer”
means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto,
a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including
the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant
to judicial process or otherwise. “Transferred” shall have a correlative meaning.


 






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“Underwritten Public
Offering” means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted
as an underwritten Public Offering.


 


“Underwritten Shelf
Takedown” means an Underwritten Public Offering pursuant to an effective Shelf Registration Statement.


 


Setion
2.2.     Other Interpretive Provisions. In addition to the definitions
referred to or set forth below in this Section 2:


 


(a)            The
words “hereof”, “herein”, “hereunder” and words of similar import refer to this Agreement as a whole
and not to any particular Section or provision of this Agreement, and references to a particular Section of this Agreement
include all subsections thereof;


 


(b)            The
word “including” is not limiting and means “including, without limitation;”


 


(c)            Definitions
are equally applicable to both nouns and verbs and the singular and plural forms of the terms defined;


 


(d)            The
masculine, feminine and neuter genders shall each be deemed to include the other; and


 


(e)            The
section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed to alter or affect the
interpretation of any provisions hereof.


 


ARTICLE III.

REGISTRATION RIGHTS


 


The Company will perform
and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to them.
Each Holder will perform and comply with each of the following provisions as is applicable to such Holder.


 


Setion
3.1.     Demand Registration.


 


Section 3.1.1.     Request
for Demand Registration.


 


(a)            Except
as otherwise specified in this Section 3.1, at any time following the 366th day after the closing of the IPO, the Manager shall
have the right to make written requests (each, a “Demand Registration Request”) to the Company for Registration of
all or part of the Registrable Securities held by the Manager. Any such Registration pursuant to a Demand Registration Request shall
hereinafter be referred to as a “Demand Registration.”


 


(b)            Each
Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities to be registered, and (y) the
intended method or methods of disposition thereof.


 


(c)            Upon
receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand
Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand
Registration Statement to be promptly (but in any event within ninety (90) days) declared (or become) effective under the Securities
Act.


 






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Section 3.1.2.     Limitation
on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if: (i) a Demand
Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days; or (ii) the
Registrable Securities requested to be registered pursuant to the Demand Registration Request has a Market Value of less than $25 million.


 


Section 3.1.3.     Demand
Notice. Promptly upon receipt of a Demand Registration Request pursuant to Section 3.1.1 (but in no event more than five (5) Business
Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such Demand Registration Request
to each other Holder, if any, holding Registrable Securities with a Market Value of no less than $25 million, and the Demand Notice shall
offer each such Holder the opportunity to include in the Demand Registration that number of Registrable Securities as such Holder may
request in writing. Subject to Section 3.1.7, the Company shall include in the Demand Registration all such Registrable Securities
with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the date
that the Demand Notice was delivered.


 


Section 3.1.4.     Demand
Withdrawal. Any applicable Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to
Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration
at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from
all such Holders with respect to all of the Registrable Securities included by all such Holders in such Demand Registration, the Company
shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement. A Demand Registration Request in respect
of which a Demand Registration Statement has been withdrawn in accordance with this Section 3.1.4 will not count against the limits
specified in Section 3.1.2 (x) if such withdrawal follows a Demand Suspension or (y) in all other cases, if each applicable
Holder reimburses the Company for such Holder’s Pro Rata Portion of the Registration Expenses (other than registration and filing
fees) incurred in connection with such Demand Registration Statement promptly upon the Company’s request.


 


Section 3.1.5.     Effective
Registration. The Company shall use commercially reasonable efforts to cause the Demand Registration Statement to become effective
and remain effective for not less than 180 days (or such shorter period as will terminate when all Registrable Securities covered by
such Demand Registration Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an Underwritten
Public Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a Prospectus is required by law
to be delivered in connection with sales of Registrable Securities by an underwriter or dealer.


 






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Section 3.1.6.     Delay
in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at
any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to
the applicable Holder, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand
Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more
than twice during any 12 month period or (ii) for a period exceeding 60 days on any one occasion. In the case of a Demand Suspension,
the applicable Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or
purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the applicable Holders
in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any
untrue statement or omission and furnish to the applicable Holders such numbers of copies of the Prospectus as so amended or supplemented
as such Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement if required
by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form
or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of
a majority of Registrable Securities that are included in such Demand Registration Statement.


 


Section 3.1.7.     Priority
of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten
Public Offering of the Registrable Securities included in a Demand Registration advise the Company in writing that, in its or their opinion,
the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without
being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the
securities offered, then the securities to be included in such Registration shall be, in the case of any Demand Registration, (i) first,
allocated to each Holder that has requested to participate in such Demand Registration an amount equal to a number of such shares equal
to such Holder’s Pro Rata Portion (provided, that any Registrable Securities thereby allocated to a Holder that exceed the
number of such Registrable Securities that such Holder desires to include shall be reallocated among the remaining requesting Holders
who desire to include Registrable Securities in a like manner) and (ii) second, and only if all the securities referred to in clause
(i) have been included, the number of other securities for other holders that, in the opinion of such managing underwriter or underwriters,
can be sold without having such adverse effect. A Demand Registration Request in respect of which the securities to be included in a
Registration has been modified in accordance with this Section 3.1.7 will not count against the limits specified in Section 3.1.2
if fewer than 50 percent of the number of Registrable Securities that the Manager desired to include are allocated to the Manager in
accordance with clause (i).


 


Setion
3.2.     Shelf Registration.


 


Section 3.2.1.     Filing
of Shelf Registration. At any time following the later of (i) the 366th day after the closing of the IPO and (ii) the date
on which the Company is eligible to use a shelf Registration Statement pursuant to Rule 415 under the Securities Act (“Shelf
Registration Statement”), upon the written request of the Manager (the “Shelf Registration Request”), the
Company shall promptly file with the SEC a Shelf Registration Statement with respect to the resale of all of the Registrable Securities
held by the Holders. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to promptly
(but in any event within ninety (90) days) be declared (or become) effective under the Securities Act. Any such Registration pursuant
to this Section 3.2.1 shall hereinafter be referred to as a “Shelf Registration.”


 






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Section 3.2.2.     Shelf
Registration Notice. Promptly upon receipt of the Shelf Registration Request (but in no event more than twenty (20) days thereafter),
the Company shall deliver a written notice (a “Shelf Registration Notice”) of such determination or request to all
Holders (other than the Manager), which notice shall offer each such Holder the opportunity to include in the Shelf Registration all
of such Holder’s Registrable Securities. The Company shall include in such Shelf Registration all such Registrable Securities with
respect to which the Company has received written requests for inclusion therein within seven (7) Business Days after the date that
the Shelf Registration Notice has been delivered.


 


Section 3.2.3.     Continued
Effectiveness. The Company shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective
under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement to be usable by the Holders
until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement
or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period, if any, referred to
in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds
Registrable Securities. In furtherance of the foregoing, the Company shall prepare and file such additional Registration Statements as
necessary every three years and use its commercially reasonable efforts to cause such Registration Statements to be declared (or become)
effective under the Securities Act so that such Registration Statements remain continuously effective with respect to Registrable Securities
as specified in this Section, such subsequent Registration Statements to constitute the Shelf Registration Statement hereunder.


 


Section 3.2.4.     Suspension
of Registration. If the continued use of the Shelf Registration Statement at any time would require the Company to make an Adverse
Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement
(a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension
(i) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of
a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer
to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders
in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any
untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the
Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by
the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration
form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.


 


Section 3.2.5.     Underwritten
Shelf Takedown.


 


(a)            Except
as otherwise specified in this Section 3.2.5, if the Holders of a majority of the Registrable Securities then registered pursuant
to the Shelf Registration Statement so elect by written notice to the Company (a “Shelf Takedown Request”), an offering
of such Registrable Securities pursuant to the Shelf Registration Statement may be in the form of an Underwritten Shelf Takedown, and
as soon as reasonably practicable after receipt of such notice, the Company shall amend or supplement the Shelf Registration Statement
as necessary for such purpose.


 






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(b)            Promptly
upon receipt of a Shelf Takedown Request (but in no event more than five (5) Business Days thereafter (or such shorter period as
may be reasonably requested in connection with an underwritten “block trade”)) for any Underwritten Shelf Takedown, the Company
shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the
Shelf Registration Statement (each, a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each
such Potential Takedown Participant the opportunity to include in such Underwritten Shelf Takedown such number of Registrable Securities
as each such Potential Takedown Participant may request in writing. The Company shall include in the Underwritten Shelf Takedown all
such Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business
Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date
that the Shelf Takedown Notice has been delivered.


 


(c)            Notwithstanding
the foregoing, the Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown if: (i) a Demand
Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding 90 days; or (ii) the
Registrable Securities requested to be offered in such Underwritten Shelf Takedown pursuant to the Shelf Takedown Request have a Market
Value equal to less than $25 million on the date of the Shelf Takedown Request. Moreover, the Company shall not be obligated to effect
more than two Underwritten Shelf Takedowns in any twelve-month period.


 


Section 3.2.6.     Priority
of Securities Sold Pursuant to Shelf Takedowns. If the managing underwriter or underwriters of a proposed Underwritten Shelf Takedown
pursuant to Section 3.2.5 advise the Company in writing that, in its or their opinion, the number of securities requested to be
included in the proposed Underwritten Shelf Takedown exceeds the number that can be sold in such Underwritten Shelf Takedown without
being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the
securities offered, the number of Registrable Securities to be included in such offering shall be (i) first, allocated to each Holder
that has requested to participate in such Underwritten Shelf Takedown an amount equal to a number of such shares equal to such Holder’s
Pro Rata Portion (provided, that any Registrable Securities thereby allocated to a Holder that exceed the number of such Registrable
Securities that such Holder desires to include shall be reallocated among the remaining requesting Holders who desire to include Registrable
Securities in a like manner); and (ii) second, and only if all the securities referred to in clause (i) have been included,
the number of other securities for other holders that, in the opinion of such managing underwriter or underwriters, can be sold without
having such adverse effect.


 






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Setion
3.3.     Piggyback Registration.


 


Section 3.3.1.     Participation.
If at any time following the closing of the IPO, the Company proposes to file a Registration Statement under the Securities Act or to
conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons
(other than (i) a Registration under Section 3.1 or 3.2; (ii) a Registration on Form S-4 or Form S-8 or any
successor form to such forms; or (iii) a Registration of securities solely relating to an offering and sale to employees or directors
of the Company or its subsidiaries or to the Manager or employees or officers of the Manager pursuant to any employee stock plan, equity
incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business
Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration
Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of
such proposed filing or Public Offering to each Holder holding Registrable Securities with a Market Value of no less than $10 million,
and such Piggyback Notice shall offer each such Holder the opportunity to register under such Registration Statement, or to sell in such
Public Offering, such number of Registrable Securities as such Holder may request in writing (a “Piggyback Registration”).
Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering, as applicable, all
such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder
of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any
securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or
trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or
to delay the Registration or sale of such securities, the Company shall give written notice of such determination to each applicable
Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register
or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration
Expenses in connection therewith), and (ii) in the case of a determination to delay Registration or sale, shall be permitted to
delay registering or selling any Registrable Securities for the same period as the delay in registering or selling such other securities.
Any applicable Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback
Registration by giving written notice to the Company of its request to withdraw.


 


Section 3.3.2.     Priority
of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included
in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of
securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering
without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market
for the securities offered, then the securities to be included in such Registration shall be as follows:


 


(a)            If
the registration is undertaken for the Company’s account: (i) first, 100 percent of the securities that the Company proposes
to sell; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of (A) Registrable
Securities and (B) all other securities eligible for inclusion in such Piggyback Registration pursuant to the exercise of contractual
rights comparable to the Piggyback Registration rights contained herein that, in the opinion of such managing underwriter or underwriters,
can be sold without having such adverse effect, with such number to be allocated to each applicable Holder and holder with contractual
rights comparable to the Piggyback Registration rights contained herein on a pro rata basis (based on the relative number of Registrable
Securities requested to be included by such applicable Holder and the number of securities requested to be included by such applicable
holders with contractual rights comparable to the Piggyback Registration rights contained herein); and (iii) third, and only if
all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities to be
included in such Piggyback Registration that, in the opinion of such managing underwriter or underwriters, can be sold without having
such adverse effect.


 






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(b)            If
the registration is a “demand” registration undertaken pursuant to the exercise of “demand” contractual rights
by one or more parties other than the Company: (i) first, 100 percent of the securities that such demanding parties propose to sell;
(ii) second, and only if all the securities referred to in clause (i) have been included, the number of securities that the
Company proposes to sell that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect;
(iii) third, and only if all the securities referred to in clause (ii) have been included, the number of (A) Registrable
Securities and (B) all other securities eligible for inclusion in such Piggyback Registration pursuant to the exercise of contractual
rights comparable to the Piggyback Registration rights contained herein that, in the opinion of such managing underwriter or underwriters,
can be sold without having such adverse effect, with such number to be allocated to each applicable Holder and holder with contractual
rights comparable to the Piggyback Registration rights contained herein on a pro rata basis (based on the relative number of Registrable
Securities requested to be included by such applicable Holders and the number of securities requested to be included by such applicable
holders with contractual rights comparable to the Piggyback Registration rights contained herein); and (iv) fourth, and only if
all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities to be
included in such Piggyback Registration that, in the opinion of such managing underwriter or underwriters, can be sold without having
such adverse effect.


 


Section 3.3.3.     No
Effect on Other Registrations. No Registration of Registrable Securities effected pursuant to a request under this Section 3.3
shall be deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve the Company of its obligations under Sections
3.1 and 3.2.


 


Setion
3.4.     Lock-Up Agreements. In connection with each Registration
or sale of Registrable Securities pursuant to Section 3.1, 3.2 or 3.3 conducted as an Underwritten Public Offering, each Holder
agrees, if requested, to become bound by and to execute and deliver a lock-up agreement with the underwriter(s) of such Underwritten
Public Offering restricting such Holder’s right to (a) Transfer, directly or indirectly, any Registrable Securities, or (b) enter
into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Registrable Securities
during the period commencing on the date of the final Prospectus relating to the Underwritten Public Offering and ending on the date
specified by the underwriters (such period not to exceed 90 days plus such additional period as may be requested by the Company or an
underwriter to accommodate regulatory restrictions on the publication or other distribution of research reports and analyst recommendations
and opinions, if applicable). The terms of such lock-up agreements shall be negotiated among the Holders, the Company and the underwriters
and shall include customary carve-outs from the restrictions on Transfer set forth therein.


 






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Setion
3.5.     Registration Procedures.


 


Section 3.5.1.     Requirements.
In connection with the Company’s obligations under Sections 3.1, 3.2 and 3.3, the Company shall use its commercially reasonable
efforts to effect such Registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods
of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company shall:


 


(a)            as
promptly as practicable prepare the required Registration Statement, including all exhibits and financial statements required under the
Securities Act to be filed therewith and the Prospectus, and, before filing a Registration Statement or Prospectus or any amendments
or supplements thereto, (x) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered by such
Registration Statement, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters
and such Holders and their respective counsel, (y) make such changes in such documents concerning the Holders prior to the filing
thereof as such Holders, or their counsel, may reasonably request, and (z) except in the case of a Registration under Section 3.3,
not file any Registration Statement or Prospectus or amendments or supplements thereto to which any Holder or the underwriters, if any,
shall reasonably object;


 


(b)            prepare
and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus
as may be (x) reasonably requested by any Holder with Registrable Securities covered by such Registration Statement, or (y) necessary
to keep such Registration Statement effective for the period of time required by this Agreement, and comply with provisions of the applicable
securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period
in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement;


 


(c)            notify
the participating Holders, and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and
provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (a) when
the applicable Registration Statement or any amendment thereto has been filed or is declared (or becomes) effective, and when the applicable
Prospectus or any amendment or supplement thereto has been filed, (b) of any written comments by the SEC, or any request by the
SEC or other federal or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus,
or for additional information (whether before or after the effective date of the Registration Statement), (c) of the issuance by
the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory
authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings
for such purposes, and (d) of the receipt by the Company of any notification with respect to the suspension of the qualification
of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;


 


(d)            promptly
notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any
event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in
effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in
the case of such Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading,
when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement,
or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus
in order to comply with the Securities Act and, as promptly as reasonably practicable thereafter, prepare and file with the SEC, and
furnish without charge to the selling Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such
Registration Statement or Prospectus, which shall correct such misstatement or omission or effect such compliance;


 






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(e)            use
its commercially reasonable efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending
the use of any preliminary or final Prospectus;


 


(f)            promptly
incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing
underwriter or underwriters and the Holders of a majority of Registrable Securities covered by the applicable Registration Statement
agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required
filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable
after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective
amendment;


 


(g)            furnish
to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably
request of the applicable Registration Statement and any amendment or post-effective amendment or supplement thereto;


 


(h)            deliver
to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being understood that the Company
shall consent to the use of such Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters,
if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement
thereto);


 


(i)            on
or prior to the date on which the applicable Registration Statement becomes effective, use its commercially reasonable efforts to register
or qualify, and cooperate with the selling Holders, the managing underwriter or underwriters, if any, and their respective counsel, in
connection with the Registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue
Sky” laws of each state and other jurisdiction as any such selling Holder or managing underwriter or underwriters, if any, or their
respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such
Registration or qualification in effect for such period as required by Section 3.1 or Section 3.2, as applicable, provided,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified
or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then
so subject;


 






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(j)            cooperate
with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in
such denominations and registered in such names as the managing underwriters may request prior to any sale of Registrable Securities
to the underwriters;


 


(k)            enter
into such customary underwriting agreements and take all such other actions as the Holders of a majority of Registrable Securities covered
by the applicable Registration Statement or the managing underwriter or underwriters, if any, reasonably request in order to expedite
or facilitate the Registration and disposition of such Registrable Securities;


 


(l)            in
the case of an Underwritten Public Offering, furnish to each managing underwriter or underwriters a signed counterpart, addressed to
such managing underwriter or underwriters, of (i) an opinion or opinions of counsel to the Company and (ii)  a comfort letter
or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the type
customarily covered by opinions or comfort letters, as the case may be, as the managing underwriter or underwriters therefor reasonably
request;


 


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


 


(n)            use
its commercially reasonable efforts to comply with all applicable securities laws and, if a Registration Statement was filed, make available
to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of
the Securities Act and the rules and regulations promulgated thereunder;


 


(o)            provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement
from and after a date not later than the effective date of such Registration Statement;


 


(p)            use
its commercially reasonable efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed
on each securities exchange on which any of the Company’s equity securities are then listed or quoted and on each inter-dealer
quotation system on which any of the Company’s equity securities are then quoted;


 


(q)            make
available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the Holders
of a majority of the Registrable Securities covered by such Registration Statement, any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other agent retained by such Holders or underwriters (collectively,
the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the
Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers and directors
of the Company and the employees of the Manager and its Affiliates who provide services to the Company to supply all information reasonably
requested by any Inspector in connection with such Registration Statement, subject to entry by each such Inspector into a customary confidentiality
agreement or other confidentiality undertaking in a form reasonably acceptable to the Company;


 






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(r)            in
the case of an Underwritten Public Offering, cause the senior executive officers of the Company to participate in the customary “road
show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such offering and otherwise
to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;


 


(s)            take
no direct or indirect action prohibited by Regulation M under the Exchange Act; and


 


(t)            take
all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such
Registrable Securities in accordance with the terms of this Agreement.


 


Section 3.5.2.     Company
Information Requests. The Company may require each Holder of Registrable Securities as to which any Registration or sale is being
effected to furnish to the Company such information regarding the distribution of such securities and such other information relating
to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing, and the
Company may exclude from such Registration or sale the Registrable Securities of any such Holder who unreasonably fails to furnish such
information within a reasonable time after receiving such request. Each Holder agrees to furnish such information to the Company and
to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.


 


Section 3.5.3.     Discontinuing
Registration. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.5.1(d), such Holder will discontinue disposition of Registrable Securities pursuant to such Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d), or until
such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated by reference in the Prospectus, or any amendments or supplements thereto, and if so directed
by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required
to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such
notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the
copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d) or is advised in writing by the Company that
the use of the Prospectus may be resumed.


 






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Setion
3.6.     Underwritten Offerings.


 


Section 3.6.1.     Shelf
and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a Registration or sale
under Section 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably
satisfactory in substance and form to each of the Company, the Holders of a majority of Registrable Securities covered by the applicable
Registration Statement and the underwriters, and to contain such representations and warranties by the Company and of such Holders and
such other terms as are generally prevailing in agreements of that type. The Holders of the Registrable Securities proposed to be distributed
by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to
the reasonable suggestions of the Company regarding the form thereof, and such Holders shall complete and execute all questionnaires,
powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements.


 


Section 3.6.2.     Piggyback
Registrations. If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section 3.3
and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any applicable Holder
pursuant to Section 3.3 and, subject to the provisions of Section 3.3.2, use its commercially reasonable efforts to arrange
for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration or sale all the
Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters
in such Registration or sale. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting
agreement among the Company and such underwriters and shall complete and execute all questionnaires, powers of attorney and other documents
reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Such underwriting agreement
shall contain such representations and warranties by the Company and of such Holders and such other terms as are generally prevailing
in agreements of that type.


 


Section 3.6.3.     Selection
of Underwriters; Selection of Counsel. In the case of an Underwritten Public Offering under Section 3.1 or 3.2, the managing
underwriter or underwriters to administer the offering shall be determined by the Holders of a majority of Registrable Securities covered
by the applicable Registration Statement; provided that such underwriter or underwriters shall be reasonably acceptable to the
Company. In the case of an Underwritten Public Offering under Section 3.3, the managing underwriter or underwriters to administer
the offering shall be determined by the Company. In the case of an Underwritten Public Offering under Section 3.1, 3.2 or 3.3, counsel
to the Holders shall be selected by the Holders of a majority of Registrable Securities covered by the applicable Registration Statement.


 






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Setion
3.7.     Registration Expenses. All expenses incident to the
Company’s performance of or compliance with this Agreement shall be paid by the Company, including: (i) all registration and
filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA; (ii) all fees and
expenses in connection with compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements
of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii) all printing, duplicating,
word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable
Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses); (iv) all fees and disbursements
of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and their respective
subsidiaries (including the expenses of any special audit and comfort letters required by or incident to such performance); (v) Securities
Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary
underwriting practice; (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange or quotation of the Registrable Securities on any inter-dealer quotation system; (vii) all reasonable fees and disbursements
of one legal counsel for the selling Holders; (viii) all fees and expenses of any special experts or other Persons retained by the
Company in connection with any Registration or sale; and (ix) the costs and expenses of the Company related to the “road show”
for any Underwritten Public Offering. All such expenses are referred to herein as “Registration Expenses.” The Company
shall not be required to pay (x) any fees and disbursements to underwriters not customarily paid by the issuers of securities in
an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, attributable
to the sale of Registrable Securities or, (y) any fees or expenses of any counsel retained by a Holder other than as contemplated
by clause (vii) above.


 


Setion
3.8.     Indemnification.


 


Section 3.8.1.     Indemnification
by the Company. The Company shall indemnify and hold harmless, to the full extent permitted by law, each selling Holder of Registrable
Securities, its officers, directors, shareholders, partners, members, trustees, employees, Affiliates, representatives and agents, and
each Person, if any, who controls such selling Holder or any such other Person within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act from and against any and all losses, penalties, judgments, suits, costs, claims, damages,
liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses and any indemnity and contribution
payments made to underwriters ) (each, a “Loss” and, collectively, “Losses”) arising out of or
based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such
Registrable Securities are registered or sold under the Securities Act (including any final or preliminary Prospectus contained therein
or any amendment thereof or supplement thereto or any documents incorporated by reference therein); or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a
Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided, that
no selling Holder shall be entitled to indemnification pursuant to this Section 3.8.1 in respect of any untrue statement or omission
contained in any information relating to such selling Holder furnished in writing by such selling Holder to the Company specifically
for inclusion in a Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities by such Holder. The Company
shall also indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on substantially the same basis
as that of the indemnification of the selling Holders provided in this Section 3.8.1 (subject to any exceptions as may be agreed
to by the Company and such underwriters).


 






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Section 3.8.2.     Indemnification
by the Selling Holders. Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, its officers, directors, Affiliates, representatives and agents and each Person who controls the Company
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any Losses resulting
from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered
or sold under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement
thereto or any documents incorporated by reference therein) or (ii) any omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances
under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission
is contained in any information relating to such selling Holder furnished in writing by such selling Holder to the Company specifically
for inclusion in a Registration Statement. In no event shall the liability of any selling Holder of Registrable Securities hereunder
be greater in amount than the dollar amount of the net proceeds received by such Holder from the sale of its Registrable Securities in
the offering giving rise to such indemnification obligation.


 


Section 3.8.3.     Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification (provided, that any delay or failure to so notify
the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually
and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification
hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such
fees or expenses; (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after
receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such
Person; (iii) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party; or
(iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such
Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing
that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying
party shall not have the right to settle such action without the consent of the indemnified party. No indemnifying party shall consent
to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation without
the prior written consent of such indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party
will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably
withheld. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 3.8.3,
in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or
other charges of more than one separate firm admitted to practice in such jurisdiction at any one time (in addition to any local counsel).


 






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Section 3.8.4.     Contribution.
If for any reason the indemnification provided for in Section 3.8.1 and Section 3.8.2 is unavailable to an indemnified party
or insufficient in respect of any Losses referred to therein (other than as a result of exceptions or limitations on indemnification
contained in Section 3.8.1 and Section 3.8.2), then the indemnifying party shall contribute to the amount paid or payable by
the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that
resulted in such Losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed
with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand
shall be determined by reference to, among other things, whether any 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 the indemnifying party or by the indemnified party and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.8.4 were determined by
pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to
in this Section 3.8.4. 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. The amount paid or payable
by an indemnified party as a result of the Losses referred to in Sections 3.8.1 and 3.8.2 shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.


 


Notwithstanding the provisions
of this Section 3.8.4, in connection with any Registration Statement filed by the Company, a selling Holder shall not be required
to contribute any amount in excess of the dollar amount of the net proceeds received by such holder from the sale of its Registrable
Securities in the offering giving rise to such contribution obligation. If indemnification is available under this Section 3.8,
the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 3.8.1 and 3.8.2 hereof without
regard to the provisions of this Section 3.8.4. The remedies provided for in this Section 3.8 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.


 


Setion
3.9.     Rules 144 and 144A and Regulation S. The
Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder, make
publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement
pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time
or any similar rule or regulation hereafter adopted by the SEC), and it will take such further action as such Holder may reasonably
request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under
the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided
by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time,
or (ii) any similar rule or regulation hereafter adopted by the SEC.


 






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Setion
3.10.     Existing Registration Statements. Notwithstanding
anything herein to the contrary and subject to applicable law and regulation, the Company may satisfy any obligation hereunder to file
a Registration Statement or to have a Registration Statement become effective by a specified date by designating, by notice to the Holders,
a Registration Statement that previously has been filed with the SEC or become effective, as the case may be, as the relevant Registration
Statement for purposes of satisfying such obligation, and all references to any such obligation shall be construed accordingly; provided,
that such previously filed Registration Statement may be amended or, subject to applicable securities laws, supplemented to add the
number of Registrable Securities, and, to the extent necessary, to identify as selling stockholders those Holders demanding the filing
of a Registration Statement pursuant to the terms of this Agreement. To the extent this Agreement refers to the filing or effectiveness
of other Registration Statements, by or at a specified time and the Company has, in lieu of then filing such Registration Statements
or having such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant
Registration Statement for such purposes, in accordance with the preceding sentence, such references shall be construed to refer to such
designated Registration Statement, as amended or supplemented in the manner contemplated by the immediately preceding sentence.


 


ARTICLE IV.

MISCELLANEOUS


 


Setion
4.1.     Authority; Effect. Each party hereto represents and
warrants to and agrees with each other party hereto that (a) the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument
applicable to such party or by which such party’s assets are bound and (b) this Agreement constitutes a legal, valid and binding
obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the
rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does
not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any
of such parties members of a joint venture or other association.


 


Setion
4.2.     Notices. Any notices, requests, demands and other communications
that may or are required to be given hereunder by any party to another shall be deemed to have been duly given if (i) personally
delivered or delivered by facsimile, when received, (ii) sent by U.S. Express Mail or recognized overnight courier, on the second
following business day (or third following business day if mailed outside the United States) or (iii) delivered by electronic mail,
when received:


 


If to the Company, to:


Angel Oak Mortgage, Inc.

c/o Falcons I, LLC


3344 Peachtree Roade NE, Suite 1725


Atlanta, Georgia 30326


Attention:
Dory Black

E-mail:dory.black@angeloakcapital.com


 






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If to the Manager, to:


 


Falcons I, LLC


3344 Peachtree Roade NE, Suite 1725


Atlanta, Georgia 30326


Attention:
Dory Black

E-mail:dory.black@angeloakcapital.com


 


Notice to the holder of record
of any Registrable Securities shall be deemed to be notice to the holder of such securities for all purposes hereof.


 


Unless otherwise specified
herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered; (ii) on
the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business
Day thereafter; and (iii) two Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled
to specify a different address by giving notice as aforesaid to each of the other parties hereto.


 


Setion
4.3.     Termination and Effect of Termination. This Agreement
shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.8 and 3.9,
which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration
Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant
to Section 3.8 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability
thereunder and (ii) occurred prior to such termination.


 


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4.4.     Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Holder may assign its
rights hereunder to any purchaser or transferee of Registrable Securities; provided, that such purchaser or transferee shall,
as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated
as a Holder whereupon such purchaser or transferee shall have the benefits of, any shall be subject to the restrictions contained in,
this Agreement as if such purchaser or transferee was originally included in the definition of Holder herein and had originally been
a party hereto. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of
all of the Holders of the then outstanding Registrable Securities.


 






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4.5.     No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


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4.6.     Amendments. This Agreement may be amended, modified,
extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Holders
of a majority of Registrable Securities under this Agreement, notice of which has been provided to all Holders not party thereto pursuant
to the provisions of Section 4.2 hereof; provided, however, that any amendment, modification, extension or termination
that disproportionately and adversely affects any Holder shall require the prior written consent of such Holder. Each such amendment,
modification, extension or termination shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder
by an instrument in writing signed by such party.


 


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4.7.     Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York without regard to the choice of law provisions thereof.


 


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4.8.     Consent to Jurisdiction. Each party to this Agreement,
by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in
the Southern District of the State of New York in the Borough of Manhattan for the purpose of any action, claim, cause of action or suit
(in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the
subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not
to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or
thereof may not be enforced in or by such court, and (c) hereby agrees not to commence or maintain any action, claim, cause of action
or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating
to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action
seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise),
inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum
or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection
with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall
be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain
an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents
to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered
or certified mail, return receipt requested, at its address specified pursuant to Section 4.2 hereof is reasonably calculated to
give actual notice.


 






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4.9.     WAIVER OF JURY TRIAL. ALL PARTIES TO THIS AGREEMENT
KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL RIGHT TO A JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES AGREE THAT ANY OF
THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT
AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY
OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. THE PARTIES
INTEND THIS WAIVER OF THE RIGHT TO A JURY TRIAL BE AS BROAD AS POSSIBLE.


 


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4.10.     Merger; Binding Effect, Etc. This Agreement constitutes
the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements
or discussions with respect to such subject matter, and is binding upon and will inure to the benefit of the parties hereto and thereto
and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder
or any other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement
without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing
will be null and void.


 


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4.11.     Counterparts. This Agreement may be executed by the
parties to this Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any
electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and
Records Act or other applicable law, e.g., www.docusign.com (any such signature, an “Electronic Signature”)) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this
Agreement or in any other agreement or document related to this Agreement shall include any Electronic Signature, except to the extent
electronic notices are expressly prohibited under this Agreement.


 


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4.12.     Severability. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 






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4.13.     Other Registration Rights Agreements. The Company
shall be permitted to grant registration rights to other Persons simultaneously with, or subsequent to, the execution of this Agreement
on such terms as may be agreed by the Company and such other Persons; provided, that the Company agrees that it shall not enter
into any agreement that violates or subordinates the rights expressly granted to the Holders of Registrable Securities in this Agreement.


 






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IN
WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first above written.


 


	COMPANY:	Angel
    Oak Mortgage, Inc.
	 	 
	 	By:
    	/s/
    Brandon Filson
	 	 	Name:
    Brandon Filson
	 	 	Title:
    Chief Financial Officer and Treasurer
	 	 
	MANAGER
    :	FALCONS
    I, LLC
	 	 
	 	By:	/s/
    Dory Black
	 	 	Name:
    Dory Black
	 	 	Title:
    Secretary




 


[Signature Page to Registration Rights
Agreement]