Exhibit 10.5


REGISTRATION RIGHTS AGREEMENT 


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of February 24, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”),
and Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”). For purposes of this Agreement,
references to the “Company” shall also include any successor entity to the Company by the transactions contemplated by that
certain Agreement and Plan of Merger (the “Business Combination Agreement”), dated as of February 24, 2022, by and among the
Company, DWIN Merger Sub Inc. and FOXO Technologies Inc (“FOXO”), such transactions being referred to herein
as the “Merger.”


 


RECITALS 


 


A. The Company and the Investor have entered into that certain Common
Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company
may issue, from time to time, to the Investor up to the lesser of (i) $40,000,000 in aggregate gross purchase price of newly issued shares
of the Company’s common stock, par value $0.00001 per share (“Common Stock”), and (ii) the Exchange Cap
(to the extent applicable under Section 3.3 of the Purchase Agreement), as provided for therein.


 


B. Pursuant to the terms of, and in consideration for the Investor
entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed
to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.


 


AGREEMENT 


 


NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Investor hereby agree as follows:


 


1.   Definitions.


 


Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following
meanings:


 


(a) “Business Day” means any day other than
Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed.


 


(b) “Closing Date” shall mean the date of
closing of the Merger.


 


(c) “Commission” means the U.S. Securities
and Exchange Commission or any successor entity.


 


(d) “Effective Date” means the date that
the applicable Registration Statement has been declared effective by the Commission.


 


(e) “Person” means any person or entity,
whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization,
business association, firm, joint venture, governmental agency or authority.


 


(f) “Prospectus” means the prospectus in
the form included in the Registration Statement at the applicable Effective Date of the Registration Statement, as supplemented from time
to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 


(g) “Prospectus Supplement” means any prospectus
supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities Act, including the
documents incorporated by reference therein.


 






      


     


    

 


(h) “register,” “registered,”
and “registration” refer to a registration effected by preparing and filing one or more Registration Statements
in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s)
by the Commission.


 


(i) “Registrable Securities” means all of
(i) the Shares, (ii) the shares of Common Stock delivered to the Investor in satisfaction of the Company’s obligations under Section
10.1(ii) of the Purchase Agreement (the “Commitment Shares”), and (iii) any capital stock of the Company issued
or issuable with respect to such Shares or Commitment Shares, including, without limitation, (1) as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares
of Common Stock are converted or exchanged and shares of capital stock of a successor entity into which the shares of Common Stock are
converted or exchanged, in each case until such time as such securities cease to be Registrable Securities pursuant to Section 2(f).


 


(j) “Registration Statement” means a registration
statement or registration statements of the Company filed under the Securities Act covering the resale by the Investor of Registrable
Securities, as such registration statement or registration statements may be amended and supplemented from time to time, including all
documents filed as part thereof or incorporated by reference therein.


 


(k) “Rule 144” means Rule 144 promulgated
by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation
of the Commission that may at any time permit the Investor to sell securities of the Company to the public without registration.


 


(l) “Rule 415” means Rule 415 promulgated
by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation
of the Commission providing for offering securities on a delayed or continuous basis.


 


2.   Registration.


 


(a) Mandatory Registration. The Company shall prepare and, as
soon as practicable, and in any case no more than 30 days, after the Closing Date, file with the Commission an initial Registration Statement
on Form S-1 (or any successor form) covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted
to be included thereon in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such
Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)
(the “Initial Registration Statement”). The Initial Registration Statement shall contain the “Selling
Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The
Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission
as soon as reasonably practicable following the filing thereof with the Commission, but in any event (i) no later than the 2nd Trading
Day following the date the Commission informs the Company that no review of such Registration Statement will be made, (ii) no later than
the 60th day following the filing in the event of “limited review” by the Commission, or (iii) in the event of a “full
review” by the Commission, the 120th day following the filing (the number of days in (i), (ii) and (iii) each being a “Review
Period,” depending on the nature of the Commission’s review).


 


(b) Legal Counsel. Subject to Section 5 hereof, the Investor
shall have the right to select one legal counsel to review and oversee, solely on its behalf, each Registration Statement filed with the
Commission pursuant to this Section 2 (“Legal Counsel”), which shall be Covington & Burling LLP, 620 Eighth
Avenue, New York, New York 10018, or such other counsel as thereafter designated by the Investor. The Company shall have no obligation
to reimburse the Investor for any and all legal fees and expenses of the Legal Counsel incurred in connection with the transactions contemplated
hereby.


 


(c) Sufficient Number of Shares Registered. If at any time all
Registrable Securities are not covered by the Initial Registration Statement filed pursuant to Section 2(a) as a result of Section 2(e)
or otherwise, the Company shall use its commercially reasonable efforts to file with the Commission one or more additional Registration
Statements so as to cover all of the Registrable Securities not covered by such initial Registration Statement, in each case, as soon
as practicable (taking into account any position of the staff of the Commission (“Staff”) with respect to the
date on which the Staff will permit such additional Registration Statement(s) to be filed with the Commission and the rules and regulations
of the Commission) (each such additional Registration Statement, a “New Registration Statement”). The Company
shall use its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as reasonably
practicable following the filing thereof with the Commission, but in any event no later than the end of the applicable Review Period.


 






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(d) No Inclusion of Other Securities. In no event shall the
Company include any securities other than Registrable Securities on any Registration Statement pursuant to Section 2(a) or Section 2(c)
without consulting the Investor and Legal Counsel prior to filing such Registration Statement with the Commission.


 


(e) Offering. If the Staff or the Commission seeks to characterize
any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does
not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under
Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section
2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities
included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration
Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until
such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding
anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the
Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed
or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration
of the Effective Date of such Registration Statement and shall promptly (but in no event later than the second Business Day following
notification by the Staff) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the
event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts
to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable
Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are
available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s
obligations to register the Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified
as necessary to comport with any requirement of the Staff or the Commission as addressed in this Section 2(e).


 


(f) Statutory Underwriter Status. The Investor acknowledges that it
will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any Prospectus
contained therein to the extent required by applicable law and to the extent the Prospectus is related to the sale of the Registrable
Securities by the Investors.


 


(g) Registrable Security Status. Any Registrable Security shall
cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration Statement covering such Registrable
Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant
to such effective Registration Statement; (ii) when such Registrable Security is held by the Company or one of its Subsidiaries; and (iii)
the date that is the first (1st) anniversary of the date of termination of the Purchase Agreement in accordance with Article VIII of the
Purchase Agreement.





 






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3.   Related Obligations.


 


The Company shall use its commercially reasonable efforts to effect
the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during
the term of this Agreement, the Company shall have the following obligations:



 


(a) The Company shall promptly prepare and file with the Commission
the Initial Registration Statement pursuant to Section 2(a) hereof and one or more New Registration Statements pursuant to Section 2(c)
hereof with respect to the Registrable Securities, and the Company use its commercially reasonable efforts to cause each such Registration
Statement to become effective as soon as practicable after such filing. Subject to Allowable Grace Periods, the Company shall use commercially
reasonable efforts to keep each Registration Statement effective (and the Prospectus contained therein available for use) pursuant to
Rule 415 for resales by the Investor on a continuous basis at then-prevailing market prices (and not fixed prices) at all times until
the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by such Registration Statement
and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities
(or, if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the Purchase
Agreement) (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement
(but subject to the provisions of Section 3(p) hereof), the Company shall ensure that, when filed and at all times while effective, each
Registration Statement (including, without limitation, all amendments and supplements thereto) and the Prospectus (including, without
limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the
case of Prospectuses, in the light of the circumstances in which they were made) not misleading.


 


(b) Subject to Section 3(p) of this Agreement, the Company shall use
its commercially reasonable efforts to prepare and file with the Commission such amendments (including, without limitation, post-effective
amendments) and supplements to each Registration Statement and the Prospectus used in connection with each such Registration Statement,
which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration
Statement effective (and the Prospectus contained therein current and available for use) at all times during the Registration Period for
such Registration Statement, and, during such period, comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor as set forth in such Registration
Statement. Without limiting the generality of the foregoing, the Company covenants and agrees that (i) at or before 8:30 a.m. (New York
City time) on the second (2nd) Trading Day immediately following the Effective Date of the Initial Registration Statement and any New
Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b)
under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective
amendment thereto), and (ii) if the transactions contemplated by any VWAP Purchase are material to the Company (individually or collectively
with all other prior VWAP Purchases, the consummation of which have not previously been reported in any Prospectus Supplement filed with
the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the Company with the
Commission under the Exchange Act), or if otherwise required under the Securities Act (or the interpretations of the Commission thereof),
in each case as reasonably determined by the Company, then, at or before 9:00 a.m., New York City time, on the first (1st) Trading Day
immediately following the VWAP Purchase Date, if a VWAP Purchase Notice was properly delivered to the Investor hereunder in connection
with such VWAP Purchase, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities
Act with respect to the VWAP Purchase(s), the total VWAP Purchase Price for the Shares subject to such VWAP Purchase(s) (as applicable),
the applicable VWAP Purchase Price(s) for such Shares and the net proceeds that are to be (and, if applicable, have been) received by
the Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company
shall disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the information described in the immediately
preceding sentence relating to all VWAP Purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly Reports
and Annual Reports with the Commission within the applicable time period prescribed for such report under the Exchange Act. In the case
of amendments and supplements to any Registration Statement on Form S-1 or Prospectus related thereto which are required to be filed pursuant
to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 8-K,
Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into
such Registration Statement and Prospectus, if applicable, or shall file such amendments or supplements to the Registration Statement
or Prospectus with the Commission on the same day on which the Exchange Act report is filed which created the requirement for the Company
to amend or supplement such Registration Statement or Prospectus, for the purpose of including or incorporating such report into such
Registration Statement and Prospectus. The Company consents to the use of the Prospectus (including, without limitation, any supplement
thereto) included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “Blue
Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale of
the Registrable Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement thereto)
(or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered
in connection with resales of Registrable Securities.


 






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(c) The Company shall (A) permit Legal Counsel an opportunity to review
and comment upon (i) each Registration Statement at least five (5) Business Days prior to its filing with the Commission and (ii) all
amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) (except for
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or Prospectus
Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing
with the Commission, and (B) shall reasonably consider any reasonable comments of the Investor and Legal Counsel on any such Registration
Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to Legal Counsel,
without charge, (i) electronic copies of any correspondence from the Commission or the Staff to the Company or its representatives relating
to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company
or any of its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one (1) electronic copy of each Registration
Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents
incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration
Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto;
provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF
format) to Legal Counsel to the extent such document is available on EDGAR at the time of Legal Counsel’s request).


 


(d) Without limiting any obligation of the Company under the Purchase
Agreement, the Company shall promptly furnish to the Investor, without charge, (i) after the same is prepared and filed with the Commission,
at least one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation,
financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, all exhibits thereto,
(ii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement
and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request from time to time) and
(iii) such other documents, including, without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the
Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor;
provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF
format) to the Investor to the extent such document is available on EDGAR).


 


(e) The Company shall take such action as is reasonably necessary to
(i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Investor of the Registrable
Securities covered by a Registration Statement under such other securities or “Blue Sky” laws of all applicable jurisdictions
in the United States, (ii) prepare and file in those jurisdictions, such amendments (including, without limitation, post-effective amendments)
and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration
Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all
times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e),
(y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.
The Company shall promptly notify Legal Counsel and the Investor of the receipt by the Company of any written notification with respect
to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “Blue
Sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding
for such purpose.


 






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(f) The Company shall notify Legal Counsel and the Investor in writing
of the happening of any event, as promptly as reasonably practicable after becoming aware of such event, as a result of which the Prospectus
included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading (provided that in no event shall such notice contain any material, non-public information regarding the Company or
any of its Subsidiaries), and, subject to Section 3(p), promptly prepare a supplement or amendment to such Registration Statement and
such Prospectus contained therein to correct such untrue statement or omission and deliver one (1) electronic copy of such supplement
or amendment to Legal Counsel and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request).
The Company shall also promptly notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or
post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness),
and when the Company receives written notice from the Commission that a Registration Statement or any post-effective amendment will be
reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related
Prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration
Statement would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or state governmental authority
for any additional information relating to the Registration Statement or any amendment or supplement thereto or any related Prospectus.
The Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase Agreement.


 


(g) The Company shall (i) use its commercially reasonable efforts to
prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement or the use of any Prospectus contained
therein, or the suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable Securities
for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the
earliest possible time and (ii) notify Legal Counsel and the Investor of the issuance of such order and the resolution thereof or its
receipt of actual notice of the initiation or threat of any proceeding.


 


(h) The Company shall hold in confidence and not make any disclosure
of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal
or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of
such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning the
Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice
to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.


 


(i) Without limiting any obligation of the Company under the Purchase
Agreement, the Company shall use its commercially reasonable efforts either to (i) cause all of the Registrable Securities covered by
each Registration Statement to be listed on the Trading Market, or (ii) secure designation and quotation of all of the Registrable Securities
covered by each Registration Statement on another Eligible Market. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section 3(i).


 


(j) The Company shall cooperate with the Investor and, to the extent
applicable, facilitate the timely preparation and delivery of Registrable Securities, as DWAC Shares, to be offered pursuant to a Registration
Statement and enable such DWAC Shares to be in such denominations or amounts (as the case may be) as the Investor may reasonably request
from time to time. Investor hereby agrees that it shall cooperate with the Company, its counsel and Transfer Agent in connection with
any issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC Shares only
pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of
Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities
laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act. At
the time such DWAC shares are offered and sold pursuant to the Registration Statement, such DWAC Shares shall be free from all restrictive
legends may be transmitted by the transfer agent to the Investor by crediting an account at DTC as directed in writing by the Investor.


 






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(k) Upon the written request of the Investor, the Company shall as
soon as reasonably practicable after receipt of notice from the Investor and subject to Section 3(p) hereof, (i) incorporate in a Prospectus
Supplement or post-effective amendment such information as the Investor reasonably requests to be included therein relating to the sale
and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be
sold in such offering; (ii) make all required filings of such Prospectus Supplement or post-effective amendment after being notified of
the matters to be incorporated in such Prospectus Supplement or post-effective amendment; and (iii) supplement or make amendments to any
Registration Statement or Prospectus contained therein if reasonably requested by the Investor.


 


(l) The Company shall use its commercially reasonable efforts to cause
the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or
authorities in the United States as may be necessary to consummate the disposition of such Registrable Securities.


 


(m) The Company shall make generally available to its security holders
(which may be satisfied by making such information available on EDGAR) as soon as practical, but not later than ninety (90) days after
the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal
quarter next following the applicable Effective Date of each Registration Statement.


 


(n) The Company shall otherwise use its commercially reasonable efforts
to comply with all applicable rules and regulations of the Commission in connection with any registration hereunder.


 


(o) Within one (1) Business Day after each Registration Statement which
covers Registrable Securities is declared effective by the Commission, the Company shall deliver, and shall cause legal counsel for the
Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor) confirmation that such Registration
Statement has been declared effective by the Commission in the form attached hereto as Exhibit A.


 


(p) Notwithstanding anything to the contrary contained herein (but
subject to the last sentence of this Section 3(p)), at any time after the Effective Date of a particular Registration Statement, the Company
may, upon written notice to Investor, suspend Investor’s use of any prospectus that is a part of any Registration Statement (in
which event the Investor shall discontinue sales of the Registrable Securities pursuant to such Registration Statement contemplated by
this Agreement, but shall settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger,
tender offer, reorganization, disposition or other similar transaction and the Company determines in good faith that (A) the Company’s
ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction
in such Registration Statement or other registration statement or (B) such transaction renders the Company unable to comply with Commission
requirements, in each case under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such
filings) to be used by Investor or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post
effective basis, as applicable, or (y) has experienced some other material non-public event the disclosure of which at such time, in the
good faith judgment of the Company, would materially adversely affect the Company (each, an “Allowable Grace Period”);
provided, however, that in no event shall the Investor be suspended from selling Registrable Securities pursuant to any Registration
Statement for a period that exceeds twenty (20) consecutive Trading Days or an aggregate of sixty (60) Trading Days in any three hundred
and sixty-five (365)-day period; and provided, further, the Company shall not effect any such suspension during the three-Trading
Day period following the VWAP Purchase Share Delivery Date for each VWAP Purchase. Upon disclosure of such information or the termination
of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day of such disclosure
or termination, to the Investor and shall promptly terminate any suspension of sales it has put into effect and shall take such other
reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement (including as set forth in the
first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no
longer applicable). Notwithstanding anything to the contrary contained in this Section 3(p), the Company shall cause its transfer agent
to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale
of Registrable Securities with respect to which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a contract
for sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable, in
each case prior to the Investor’s receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled.


 






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4.   Obligations
of the Investor.


 


(a) At least five (5) Business Days prior to the first anticipated
filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor
in writing of the information the Company requires from the Investor with respect to such Registration Statement. It shall be a condition
precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities
of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it
and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain
the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration
as the Company may reasonably request.


 


(b) The Investor, by its acceptance of the Registrable Securities,
agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration
Statement hereunder, unless the Investor has notified the Company in writing of the Investor’s election to exclude all of the Investor’s
Registrable Securities from such Registration Statement.


 


(c) The Investor agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(p) or the first sentence of 3(f), the Investor shall as soon as is reasonably
practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities
until the Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(p) or the first sentence
of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section
4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of
the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract
for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section
3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled.


 


(d) The Investor covenants and agrees that it shall comply with the
prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities
pursuant to a Registration Statement.


 


5.   Expenses of
Registration.


 


All reasonable expenses of the Company, other than sales or brokerage
commissions and fees and disbursements of counsel for, and other expenses of, the Investor, incurred in connection with registrations,
filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 






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6.   Indemnification.


 


(a) In the event any Registrable Securities are included in any Registration
Statement under this Agreement, to the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and
defend the Investor, each of its directors, officers, shareholders, members, partners, employees, agents, representatives (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title)
and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act and each of the directors,
officers, shareholders, members, partners, employees, agents, representatives (and any other Persons with a functionally equivalent role
of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor
Party” and collectively, the “Investor Parties”), against any losses, obligations, claims, damages,
liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’
fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether
pending or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or
supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein any material fact necessary to make
the statements made therein, in light of the circumstances under which the statements therein were made, not misleading (the matters in
the foregoing clauses (i) and (ii) being, collectively, “Violations”). Subject to Section 6(c), the Company
shall reimburse the Investor Parties, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or
other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor
Party arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to
the Company by such Investor Party for such Investor Party expressly for use in connection with the preparation of such Registration Statement,
Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that
the written information set forth on Exhibit C attached hereto is the only written information furnished to the Company by or on
behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); (ii) shall not be available
to the Investor to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the Prospectus (as
amended or supplemented) made available by the Company (to the extent applicable), including, without limitation, a corrected Prospectus,
if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available by the Company pursuant to Section 3(d)
and then only if, and to the extent that, following the receipt of the corrected Prospectus no grounds for such Claim would have existed;
and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Investor Party.


 


(b) In connection with any Registration Statement in which the Investor
is participating, the Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the
same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement
and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Company
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the
Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to
the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information relating to
the Investor furnished to the Company by the Investor expressly for use in connection with such Registration Statement, the Prospectus
included therein or any Prospectus Supplement thereto (it being hereby acknowledged and agreed that the written information set forth
on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf of the Investor expressly
for use in any Registration Statement, Prospectus or Prospectus Supplement); and, subject to Section 6(c) and the below provisos in this
Section 6(b), the Investor shall reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party in connection
with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b)
and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld or delayed;
and provided, further that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a result of the applicable sale of Registrable Securities pursuant to such
Registration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Company Party.


 






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(c) Promptly after receipt by an Investor Party or Company Party (as
the case may be) under this Section 6 of notice of the commencement of any action or proceeding (including, without limitation, any governmental
action or proceeding) involving a Claim, such Investor Party or Company Party (as the case may be) shall, if a Claim in respect thereof
is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Investor Party or the Company Party (as the case may be); provided, however, an Investor Party
or Company Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be
paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying
party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party
or Company Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation,
any impleaded parties) include both such Investor Party or Company Party (as the case may be) and the indemnifying party, and such Investor
Party or such Company Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if
the same counsel were to represent such Investor Party or such Company Party and the indemnifying party (in which case, if such Investor
Party or such Company Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel
at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof on behalf
of the indemnified party and such counsel shall be at the expense of the indemnifying party, provided further that in the case
of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate
legal counsel for all Investor Parties or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be)
shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Company Party or Investor Party
(as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Company Party or Investor Party (as
the case may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.
No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent;
provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying
party shall, without the prior written consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment
or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Company Party or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation,
and such settlement shall not include any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately
preceding sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Investor Party or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially
and adversely prejudiced in its ability to defend such action.


 


(d) No Person involved in the sale of Registrable Securities who is
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall
be entitled to indemnification from any Person involved in such sale of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e) The indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified
Damages are incurred; provided that any Person receiving any payment pursuant to this Section 6 shall promptly reimburse the Person
making such payment for the amount of such payment to the extent a court of competent jurisdiction determines that such Person receiving
such payment was not entitled to such payment.


 


(f) The indemnity and contribution agreements contained herein shall
be in addition to (i) any cause of action or similar right of the Company Party or Investor Party against the indemnifying party or others,
and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 






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7.   Contribution.


 


To the extent any indemnification by an indemnifying party is prohibited
or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise
be liable under Section 6 to the fullest extent permitted by law; provided, however: (i) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6 of this
Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable
Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable
Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor shall not be required
to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Investor from the
applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that the Investor has otherwise been
required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission
or alleged omission.


 


8.   Reports Under
the Exchange Act.


 


With a view to making available to the Investor the benefits of Rule
144, the Company agrees to:


 


(a) use its commercially reasonable efforts to make and keep public
information available, as those terms are understood and defined in Rule 144;


 


(b) use its commercially reasonable efforts to file with the Commission
in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the
Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations
under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144;


 


(c) furnish to the Investor so long as the Investor owns Registrable
Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission
and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company with the Commission if such reports are not publicly available via EDGAR, and
(iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without
registration; and


 


(d) take such additional action as is reasonably requested by the Investor
to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal
opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent without unreasonable delay as may
be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker in their
efforts to effect such sale of securities pursuant to Rule 144.


 


9.   Assignment
of Registration Rights.


 


Neither the Company nor the Investor shall assign this Agreement or
any of their respective rights or obligations hereunder.


 


10.   Amendment
or Waiver.


 


No provision of this Agreement may be amended or waived by the parties
from and after the date that is one (1) Trading Day immediately preceding the date of filing of the Initial Registration Statement with
the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended other than by a written
instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement
of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party
in exercising such right or remedy, shall not operate as a waiver thereof.


 






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11.   Miscellaneous.


 


(a) Solely for purposes of this Agreement, a Person is deemed to be
a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the
Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.


 


(b) Any notices, consents, waivers or other communications required
or permitted to be given under the terms of this Agreement shall be given in accordance with Section 10.4 of the Purchase Agreement.


 


(c) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. The Company and
the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that either party shall be
entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce
specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being
required), this being in addition to any other remedy to which either party may be entitled by law or equity.


 


(d) All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e) The Transaction Documents set forth the entire agreement and understanding
of the parties solely with respect to the subject matter thereof and supersedes all prior and contemporaneous agreements, negotiations
and understandings between the parties, both oral and written, solely with respect to such matters. There are no promises, undertakings,
representations or warranties by either party relative to the subject matter hereof not expressly set forth in the Transaction Documents.
Notwithstanding anything in this Agreement to the contrary and without implication that the contrary would otherwise be true, nothing
contained in this Agreement shall limit, modify or affect in any manner whatsoever (i) the conditions precedent to a VWAP Purchase contained
in Article VII of the Purchase Agreement or (ii) any of the Company’s obligations under the Purchase Agreement.


 


(f) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors. This Agreement is not for the benefit of, nor may any provision hereof be enforced
by, any Person, other than the parties hereto, their respective successors and the Persons referred to in Sections 6 and 7 hereof (and
in such case, solely for the purposes set forth therein).


 






     12


     


    

 


(g) The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each pronoun herein shall
be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by the words “without limitation.”
The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement
instead of just the provision in which they are found.


 


(h) This Agreement may be executed in two or more identical counterparts,
all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party
and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format
data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com,
etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature
were an original signature.


 


(i) Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as
any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.


 


(j) The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.


 


12.   Termination.


 


This Agreement shall terminate in its entirety upon the earlier of
(i) the date on which the Investor shall have sold all the Registrable Securities and (ii) the date the Purchase Agreement is terminated;
provided, that the provisions of Section 4, 6, 7, 9, 10 and 11 shall remain in full force and effect.


 


[Signature Pages Follow]


 




     13


     


    

 


IN WITNESS WHEREOF, Investor and the Company have caused their
respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.


 


	


 


	 	DELWINDS INSURANCE

 ACQUISITION CORP.:
	 	 	 
	 	By:	/s/ Andrew J. Poole
	 	Name: 	Andrew J. Poole
	 	Title:	Chairman & Chief Executive Officer



 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, Investor and the Company have caused their
respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.


 


	 	INVESTOR:
	 	 	 
	 	CF PRINCIPAL INVESTMENTS LLC
	 	 	 
	 	By:	/s/ Mark Kaplan
	 	 	Name: 	Mark Kaplan
	 	 	Title:	Global Chief Operating Officer



 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS 


OF REGISTRATION STATEMENT 





 


 


 


 






     


     


    

 


EXHIBIT B 


 


 


 


 









     


     


    

 


EXHIBIT C