Exhibit 10.17


 





AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 10, 2021, is made and entered into by and among
HighCape Capital Acquisition Corp., a Delaware corporation (the “Company”), and HighCape Capital Acquisition LLC, a
Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Sponsor Group Holders on the
signature page(s) hereto (each such party, a “Sponsor Group Holder” and, collectively, the “Sponsor Group
Holders”), and the undersigned parties listed under QSi Holders on the signature page(s) hereto (each such party, a “QSi Holder”
and, collectively, the “QSi Holders”). The Sponsor Group Holders, the QSi Holders and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, are each referred to herein as a “Holder”
and collectively as the “Holders.”


 


RECITALS


 


WHEREAS, the Company
has entered into that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of February
18, 2021, by and among the Company, Tenet Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company,
and Quantum-Si Incorporated, a Delaware corporation;


 


WHEREAS, pursuant to
the transactions contemplated by the Business Combination Agreement and subject to the terms and conditions set forth therein, the QSi
Holders will receive an aggregate of 26,647,553 shares of Class A common stock, $0.0001 par value per share (“Common Stock”)
and an aggregate of 19,937,500 shares of Class B common stock, $0.0001 par value per share (“Class B Common Stock”),
of the Company (the “QSi Shares”), upon the closing of such transactions (the “Closing”);


 


WHEREAS, the Sponsor
has agreed to irrevocably forfeit to the Company for no consideration 696,250 shares of the Company’s Class B common stock,
par value $0.0001 per share (the “HighCape Class B Common Stock”), as of immediately prior to, and subject to the consummation
of, the Closing, and following such forfeiture, the Existing Parties will hold an aggregate of 2,178,750 shares of HighCape Class B Common
Stock which shares of HighCape Class B Common Stock will automatically convert into an aggregate of 2,178,750 shares of Common Stock in
connection with the Closing (the “Founder Shares”);


 


WHEREAS, the Company
and the Sponsor are party to that certain Private Placement Units Purchase Agreement, dated September 3, 2020, pursuant to which the Sponsor
purchased 405,000 units (the “Private Placement Units”) in private placement transactions occurring simultaneously
with the closing of the Company’s initial public offering and the exercise of the over-allotment option in connection therewith;
and pursuant to the Insider Letter (as defined below), the Sponsor or an affiliate of the Sponsor or any of the Company’s officers
or directors may, but are not obligated to, loan the Company funds for certain purposes, of which up to $1,500,000 of such loans may be
convertible into up to an additional 150,000 Private Placement Units (the “Working Capital Units”);


 


WHEREAS, the
Company has entered into separate Subscription Agreements (the “Subscription Agreements”) with the subscribers
identified therein, including investors affiliated with one or more of the Sponsor Group Holders (the “PIPE
Investors”), pursuant to which (i) the PIPE Investors will purchase an aggregate of 42,500,000 shares of Common Stock (the
 “PIPE Shares”) in a private placement transaction that will close substantially concurrently with and immediately
prior to the Closing and (ii) the PIPE Investors were granted certain registration rights with respect to the PIPE Shares;


 






     


     


    

 


WHEREAS, the Company
and certain of the Sponsor Group Holders (the “Existing Parties”) are party to that certain Registration Rights
Agreement dated September 3, 2020 (the “Existing Registration Rights Agreement”), pursuant to which such Existing Parties
were granted certain registration rights with respect to the Company securities then held by the Existing Parties;


 


WHEREAS, 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 Parties holding a majority-in-interest of the “Registrable
Securities” (as such term was defined in the Existing Registration Rights Agreement) at the time in question; and


 


WHEREAS, the Company
and all of the Existing Parties desire to amend and restate the Existing Registration Rights Agreement in order to provide the Sponsor
Group Holders and the QSi 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 principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i)
would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona
fide business purpose for not making such information public.


 


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


 


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


 






    2


     


    

 


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


 


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


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“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.


 


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


 


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


 


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


 


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


 


“Existing
Parties” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


“Form S-3”
shall have the meaning given in subsection 2.1.2.


 


“Founder
Shares” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


“Insider
Letter” shall mean that certain letter agreement, dated as of September 3, 2020, by and among the Company, the Sponsor and each
of the Company’s officers and directors.


 


“Lock-up
Period” shall mean, with respect to the QSi Shares, Founder Shares, the shares of Common Stock included in the
Private Placements Units, the private placement warrants included in the Private Placements Units, the shares of Common Stock issued
or issuable upon the exercise of the private placement warrants included in the Private Placement Units, any shares of Common Stock
included in the Working Capital Units, any private placement warrants included in the Working Capital Units and any shares of Common
Stock issued or issuable upon the exercise of any private placement warrants included in the Working Capital Units, the period
ending on the earlier of (A) 180 days after the Closing and (B) subsequent to the Closing, (x) if the last reported sale 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 consecutive trading days commencing after the Closing or (y)
the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that
results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property.


 






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


 


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


 


“Permitted
Transferees” shall mean (i) a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable
Securities prior to the expiration of the Lock-up Period, as the case may be, under the Insider Letter, this Agreement and any other applicable
agreement between such Holder and the Company and (ii) any transferee after the expiration of the Lock-up Period.


 


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


 


“PIPE Investor”
shall have the meaning given in the Recitals hereto.


 


“PIPE Shares”
shall have the meaning given in the Recitals hereto.


 


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


 


“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.


 


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


 


“QSi Shares”
shall have the meaning given in the Recitals hereto.


 


“Registrable
Security” shall mean (a) the Founder Shares, (b) the QSi Shares, (c) the shares of Common Stock included in the
Private Placements Units, (d) the private placement warrants included in the Private Placement Units, (e) the shares of Common Stock
issued or issuable upon the exercise of the private placement warrants included in the Private Placement Units, (f) any outstanding
shares of the Common Stock or any other equity security (including the shares of the Common Stock issued or issuable upon the
exercise or conversion of any other equity security) of the Company held by a Holder as of immediately following the Closing, (g)
any shares of Common Stock included in the Working Capital Units, (h) any private placement warrants included in the Working Capital
Units, (i) any shares of Common Stock issued or issuable upon the exercise of any private placement warrants included in the Working
Capital Units and (j) any other equity security of the Company issued or issuable with respect to any such share of the Common Stock
or Class B Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation, reorganization, spin-off or similar transaction; 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 for such securities not bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such
securities shall have ceased to be outstanding; (D) such securities may be sold without volume or manner of sale restrictions
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission); or (E) such
securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities
transaction.


 






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“Registration”
shall mean a registration 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;


 


(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.


 






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“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 3.7.1.


 


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


 


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


 


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


 


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


 


“Subscription
Agreements” shall have the meaning given in the Recitals 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.


 


“Warrant
Agreement” shall mean that certain Warrant Agreement, dated September 3, 2020, by and between the Company and Continental Stock
Transfer & Trust.


 


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


 






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ARTICLE
II



REGISTRATIONS


 


2.1             
Shelf Registration.


 


2.1.1             
Initial Registration. The Company shall use its commercially reasonable efforts to file a Registration Statement
under the Securities Act promptly, but in any event within sixty (60) days following the Closing, to permit the public resale of all
the Registrable Securities held by the Holders 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 commercially reasonable efforts to cause such Registration Statement to be
declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing
deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) 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-1 (a
 “Form S-1”) 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 by, the Holders. The Company shall use its commercially reasonable 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 and in compliance with the Securities Act, for the resale of all the Registrable Securities held by the Holders
until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of
a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such
date, the Company shall notify the Holders of the effectiveness of such Registration Statement. 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 the Company shall
use its commercially reasonable efforts to amend or supplement the Registration Statement to correct as promptly as reasonably practicable
any untrue statement of a material fact or any omission of a material fact necessary to make the statements in the Registration Statement
not misleading.


 


2.1.2             
Form S-3.  The Company shall use its commercially reasonable efforts to file a shelf registration statement
on Form S-3 (“Form S-3”) as soon as practicable after the Company is eligible to use Form S-3.


 


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(s) 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 (a “Shelf
Underwritten Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of
$25,000,000 from such Shelf Underwritten Offering or (b) reasonably expect to sell all of the Registrable Securities held by
such Holder in such Shelf Underwritten Offering but in no event for less than $5,000,000 in gross proceeds. 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 subection 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. 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 Holder(s) after consultation with the Company 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 3.4 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 by the Company.


 






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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 outstanding covering the Registrable Securities, the Holders of
at least a majority-in-interest of the then outstanding number of Registrable Securities held by (i) the QSi Holders or
(ii) the Sponsor Group 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 effect, as soon thereafter as practicable, the Registration of all Registrable
Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a
Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the
Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an
aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all
Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted
for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the
Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting
Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this
Agreement.


 






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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 material 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 hereof, if a majority-in-interest of
the Demanding Holders 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, which Underwriter(s) shall be reasonably
satisfactory to the Company.


 


2.2.4              Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
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 the Requesting Holders (if any) (pro rata based on the respective
number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such
Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have
requested be included in such Underwritten Registration) 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 (i), the Registrable
Securities of Holders (pro rata, based on the respective number of Registrable Securities that each Holder has so requested)
exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof, 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 that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (i), (ii) and (iii), 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.


 






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2.2.5             Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
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 two (2) 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 Section 2.1.1 or 2.2.4 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 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 Sections 2.1 and 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 then existing stockholders, (iii) for an offering of debt that is convertible into equity
securities of the Company, (iv) for a dividend reinvestment plan or (v) filed pursuant to the Warrant Agreement, 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 ten (10) days before the anticipated filing date of such Registration Statement or, in the case of a Shelf Underwritten
Offering, the applicable preliminary prospectus or prospectus supplement, 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 commercially reasonable 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. Holders agree that,
except as required by applicable law, the Holders shall treat as confidential any notice or other communication in connection with
any Piggyback Registration and shall not disclose or use the information contained in such notice without the prior written consent
of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure by a
Holder of Registrable Shares in breach of the terms of this Agreement.


 






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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 the 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, based on the respective number of Registrable Securities that each Holder has so requested, 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 pursuant to written contractual
piggy-back registration rights of other stockholders of the Company (pro rata, based on the respective number of shares of Common Stock
that each such stockholder holds), 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, based on the
respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, 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.


 






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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 at least two (2) business days 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.


 


2.4          Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred 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 efforts to cause
the applicable Registration Statement to become effective; (B) 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 (C) in the good faith
judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is
essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such
Holders a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer
or the Secretary of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the
Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of
such Registration Statement. In such event, the Company shall have the right to defer such filing for a
period of not more than ninety (90) days; provided, however, that the Company shall not defer its obligation in this
manner more than once in any 12-month period.


 






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ARTICLE
III



COMPANY PROCEDURES


 


3.1             
General Procedures. If at any time on or after the Closing, the Company is required to effect the Registration of
Registrable Securities, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such
Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as soon as
reasonably practicable:


 


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
commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold or otherwise cease to be Registrable Securities;


 


3.1.2             prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to
the Prospectus, as may be reasonably requested by a 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 or otherwise cease to be Registrable Securities;


 


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


 






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3.1.4             prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the
Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities 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 five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (except for supplements containing Exchange Act reports of the Company filed with respect to a Registration Statement
or Prospectus for which forward incorporation by reference is unavailable), furnish a copy thereof to each seller of such Registrable
Securities or its counsel;


 


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 3.5 hereof;


 


3.1.10          permit
a representative of the Holders (such representative to be selected by a majority-in-interest of the
Holders with Registrable Securities to be registered on the Registration Statement), the Underwriters, if any, and any
attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the
preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representative or Underwriter enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information;


 






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3.1.11         obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration,
in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter
may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


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


 


3.1.13         
in the event of any Underwritten Offering, 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); provided that the Company will be deemed to have satisfied such requirement to the extent
such information is filed on EDGAR or any successor system;


 


3.1.15         
in connection with any Shelf Underwritten Offering pursuant to Section 2.1.3 or any Underwritten Offering pursuant
to Section 2.2.3, if such Shelf Underwritten Offering or Underwritten Offering involves the sale of Registrable Securities for
gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate
in customary “road show” presentations that may be reasonably requested by the Underwriter in such Shelf Underwritten Offering
or Underwritten Offering, as the case may be; 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, including, without limitation, making available senior executives of the Company to participate in any due diligence
sessions that may be reasonably requested by the Underwriter in any Shelf Underwritten Offering or Underwritten Offering.


 






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


 


3.3             
Holder Information Required for Participation in Registrations. At least ten (10) business days prior to the
first anticipated filing date of a Registration Statement, the Company shall use its commercially reasonable 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. At least four (4) business days prior to the anticipated filing date of any post-effective
amendment of a Registration Statement (including pursuant to subsection 2.1.2), the Company shall use its commercially reasonable
efforts to notify each Holder of Registrable Securities included in such Registration Statement in writing (which may be by email) of
the information reasonably necessary about the Holder to keep such Holder’s Registrable Securities in such Registration Statement.
Notwithstanding anything else in this Agreement, the Company shall not be obligated to include or keep a Holder’s Registrable Securities
in a Registration Statement to the extent the Company has not received such information, and any other reasonably requested agreements
or certificates, on or prior to the fifth (5th) business day prior to the first anticipated filing date of a Registration Statement
or the second (2nd) business day prior to the anticipated filing date of any post-effective amendment of a Registration Statement,
as applicable.


 


3.4             
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.


 


3.5              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 such Holder 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 forty-five (45) days, determined in good faith by the Company to be necessary for such purpose. In the event the
Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the
notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.5.


 






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3.6             
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 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission), including providing any legal opinions, it being acknowledged by the Holders that the securities of the
Company will not be eligible for resale pursuant to Rule 144 promulgated under the Securities Act, until, among other requirements,
at least one year has elapsed from the time that the Company has filed current Form 10 information with the Commission reflecting
its status as an entity that is not a shell company. Upon the request of any Holder, the Company shall deliver to such Holder a written
certification of a duly authorized officer as to whether it has complied with such requirements.


 


3.7             
Lock-up Restrictions.


 


   3.7.1            During
the Lock-up Period none of the 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 or Class B Common Stock that are subject to the Lock-up Period or any
securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock or Class
B Common Stock that are subject to the Lock-up Period, whether now owned or hereinafter acquired, that are 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 the Lock-up Period, the “Restricted Securities”), other
than any transfer to an affiliate of a Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed
to preclude each Holder 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
Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted
Securities.


 


   3.7.2            Each Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.7.2 for
the duration of the 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 Lock-up Period.


 






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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, without limitation, reasonable attorneys’ fees) caused by (i) 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 (ii)
any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading
except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such
Holder expressly for use therein. In connection with an Underwritten Offering, 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
above with respect to the indemnification of the holders of Registrable Securities.


 


   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 all losses, claims, damages, liabilities
and expenses (including, without limitation’ reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement
of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue 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.


 


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


 






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


 


   4.1.5             If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and 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.


 






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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 to the Company, 530 Old Whitfield Street, Guilford, Connecticut 06437,
Attn: Chief Executive Officer, with a copy (which shall not constitute notice) to Michael L. Fantozzi, Esq., Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, and, if to any Holder, at such Holder’s address or other 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 and the Holders, as the case may be, hereunder may not be assigned or
delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer of Registrable
Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and restrictions
set forth in this Agreement.


 


   5.2.2             Prior
to the expiration of the Lock-up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations under this
Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee
but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, including the
lock up restrictions applicable to the transferor, or any other applicable agreements between the Company and such Holder.


 


   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.


 






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


 


5.4             
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.


 


5.5             
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 OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND SECTION 327(B) OF THE
NEW YORK CIVIL PRACTICE LAWS AND RULES, 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. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


5.6             
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter
hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the
parties, whether oral or written.


 






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5.7              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 (including the Holders of a majority-in-interest of the Founder Shares and the Holders of a
majority-in-interest of the QSi Shares), 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 any Holder(s), solely in its capacity as
a holder of the shares of capital stock of the Company, in a manner that is materially different from other Holders (in such
capacity) shall require the consent of the Holder(s) 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. Any waiver, amendment or modification effected in accordance with this Section
5.7 shall be binding on all parties hereto, regardless of whether any such party has consented thereto.


 


5.8             
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect
the construction of any provision of this Agreement.


 


5.9             
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the
right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party,
and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed
a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension
of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations
or acts.


 


5.10         
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Holders may proceed to protect and enforce their respective rights by suit in equity or action
at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one
or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 






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5.11          Other
Registration Rights. The Company represents and warrants that no person, other than the Holders with respect to Registrable
Securities, the holders of Warrants (as defined in the Warrant Agreement) or the PIPE Investors pursuant to the terms of the
Subscription Agreements with respect to the PIPE Shares, 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 (excluding the Subscription
Agreements and the Warrant Agreement) and in the event of a conflict between any such agreement or agreements and this Agreement,
the terms of this Agreement shall prevail.


 


5.12         
Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement
or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event
prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder) or (B) the Holders of all
Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 promulgated under the
Securities Act (but with no volume or manner of sale restrictions or limitations). The provisions of Section 3.6 and Article IV
shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 



    23


     


    




 


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


 


	COMPANY:	 
	 	 
	HIGHCAPE CAPITAL ACQUISITION CORP.,	 
	a Delaware corporation	 
	 	 
	By:	       /s/ Matt Zuga	 
	Name: Matt Zuga	 
	Title: Chief Financial Officer and Chief Operating Officer	 



 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 






     


     


    

 


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


 


	SPONSOR GROUP HOLDERS:	 
	 	 
	HIGHCAPE CAPITAL ACQUISITION LLC, a Delaware limited liability company	 
	 	 
	By:	         /s/ Matt Zuga	 
	Name:	Matt Zuga	 
	Title:	Manager	 
	 	 
	By: 	         /s/ David Colpman	 
	Name:	David Colpman	 
	 	 
	By:	         /s/ Antony Loebel	 
	Name:	Antony Loebel	 
	 	 
	By:	         /s/ Robert Taub	 
	Name:	Robert Taub	 



 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 



     


     


    




 


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


 


	QSi HOLDERS:	 
	 	 
	4C HOLDINGS V, LLC	 
	 	 
	By:	/s/ Jonathan M. Rothberg	 
	 	 
	Name:	Jonathan M. Rothberg	 
	 	 
	Title:	Manager	 
	 	 



 





	2012 JMR TRUST COMMON LLC	 
	 	 
	By:	/s/ Jonathan M. Rothberg	 
	Name:	Jonathan M. Rothberg	 
	Title:	Manager	 


 


 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 






     


     


    





 





	23RD CENTURY CAPITAL LLC	 
	2012 JMR TRUST COMMON LLC	 
	 	 
	By:	/s/ Jonathan M. Rothberg	 
	Name:	Jonathan M. Rothberg	 
	Title:	President	 


 


	By:	/s/ Jonathan M. Rothberg	 
	Name:	Jonathan M. Rothberg	 


 





	4C HOLDINGS I, LLC	 
	 	 
	Jonathan M. Rothberg	 
	 	 
	By:	/s/ Jonathan M. Rothberg	 
	Name:	Jonathan M. Rothberg	 
	Title:	Manager	 


 





	Bonnie E. Gould Rothberg, M.D.	 
	 	 
	By:	/s/ Bonnie E. Gould Rothberg, M.D.	 
	Name:	Bonnie E. Gould Rothberg M.D.	 


 





	Matt Dyer	 
	 	 
	By:	/s/ Matt Dyer	 
	Name:	Matt Dyer	 


 





	YF GENOMICS LIMITED	 
	 	 
	By:	/s/ Huang Xin	 
	Name:	Huang Xin	 
	Title:	Sole Director	 


 





	SHANGHAI YUNFENG QIHUI INVESTMENT CENTER (LP)	 
	 	 
	By:	/s/ Huang Xin	 
	Name:	Huang Xin	 
	Title:	Sole Director	 


 





	HILDRED HOLDINGS, LLC (SERIES F)	 
	 	 
	By:	/s/ David F. Solomon	 
	Name:	David F. Solomon	 
	Title:	Managing Member	 


 


	MATT DYER AND ROSE DYER, AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP
	 	 
	By: 	/s/
    Matt Dyer	 
	Name:	Matt Dyer	 



 


	By: 	/s/
    Rose Dyer	 
	Name:	Rose Dyer	 



 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 






     


     


    

 


	ELIZABETH A. WHAYLAND AND GREGORY T. MULHERN, AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP
	 	 
	By: 	/s/ Elizabeth A. Whayland	 
	Name:	Elizabeth A. Whayland	 


 





	By: 	/s/
    Gregory T. Mulhern	 
	Name:	Gregory T. Mulhern	 


 





	Elizabeth A. Whayland	 
	 	 
	By:	/s/ Elizabeth A. Whayland	 
	Name:	Elizabeth A. Whayland	 


 





	Michael P. McKenna	 
	 	 	 
	By:	/s/ Michael P. McKenna	 
	Name:	Michael P. McKenna	 


 





	David Solomon	 
	 	 
	By:	/s/ David Solomon	 
	Name:	David Solomon	 


 





	Xiao Huang	 
	 	 	 
	By:	/s/ Xiao Huang	 
	Name:	Xiao Huang	 


 





	John Stark	 
	 	 
	By:	/s/ John Stark	 
	Name:	John Stark	 


 





	Christian LaPointe	 
	 	 
	By:	/s/ Christian LaPointe	 
	Name:	Christian LaPointe	 


 





	Marijn Dekkers	 
	 	 
	By:	/s/ Marijn Dekkers	 
	Name:	Marijn Dekkers	 


 





	Ruth Fattori	 
	 	 
	By:	/s/ Ruth Fattori	 
	Name:	Ruth Fattori	 


 





	Michael Mina	 
	 	 
	By:	/s/ Michael Mina	 
	Name:	Michael Mina, M.D., Ph.D.	 


 





	Kevin Rakin	 
	 	 
	By:	/s/ Kevin Rakin	 
	Name:	Kevin Rakin	 


 





	Brigid Makes	 
	 	 
	By:	/s/ Brigid Makes	 
	Name:	Brigid Makes	 


 





	Jim Tananbaum	 
	 	 	 
	By:	/s/ Jim Tananbaum	 
	Name:	Jim Tananbaum	 


 





	Claudia Drayton	 
	 	 
	By:	/s/ Claudia Drayton	 
	Name:	Claudia Drayton	 


 


[Signature Page to Amended and Restated Registration
Rights Agreement]