Exhibit 10.5


 


FORM OF AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and
among Iris Acquisition Corp., a Delaware corporation formerly known as Tribe Capital Growth Corp I (the “SPAC”), Iris
Parent Holding Corp., a Delaware corporation (the “ParentCo” or the “Company”)), Iris
Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald &
Co., a New York general partnership (“Cantor”), the former members of Liminatus Pharma LLC set forth on the
signature page hereto (“Liminatus Members”), Ewon Comfortech Co., Ltd. (the “Equity PIPE
Subscribers”), Ewon Comfortech Co., Ltd. (the “Convertible Note PIPE Subscribers” and together
with the Equity PIPE Subscribers, the “PIPE Subscribers” and together with the Sponsor, Cantor, the Liminatus
Members and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement,
a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the SPAC and certain former holders of the SPAC entered into that certain Registration Rights Agreement dated March 4, 2021 (the
 “Original Agreement”);


 


WHEREAS,
Sponsor succeeded to the rights of the former holders under the Original Agreement;


 


WHEREAS,
ParentCo, Sponsor, Liminatus Pharma LLC, a Delaware corporation (“Liminatus”), Liminatus Pharma Merger Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of ParentCo (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of ParentCo (“SPAC Merger Sub”) entered into a Business Combination
Agreement as of November 30, 2022 (as amended, modified, supplemented or waived from time to time, the “Transaction Agreement”
and the transactions contemplated by the Transaction Agreement to be completed on and prior to the closing date thereof, collectively,
the “Business Combination”), pursuant to which, among other things, in the manner, and on the terms and subject
to the conditions and exclusions set forth therein, effective as of the closing of the Business Combination, (a) Liminatus Merger
Sub will merge with and into Liminatus, with Liminatus surviving as a direct wholly-owned subsidiary of ParentCo (the “Company
Merger”), and (b) simultaneously with the Company Merger, SPAC Merger Sub will merge with and into IRIS, with IRIS
surving as a direct wholly-owned subsidiary of ParentCo (the “SPAC Merger” and, together with the Company Merger,
the “Mergers”).


 


WHEREAS,
pursuant to the Mergers, the Sponsor and Liminatus Members were issued common stock, par value $0.0001 of ParentCo (“Common
Stock”) and may be issued shares of Common Stock in the future pursuant to the terms of the Transaction Agreement;


 


WHEREAS,
pursuant to the Mergers, Sponsor and Cantor were issued certain warrants to purchase Common Stock (the “Warrants”);


 


WHEREAS,
ParentCo, SPAC and the Equity PIPE Subscribers have entered into that certain Subscription Agreement, dated as of November 28, 2022
(the “Equity Subscription Agreement”), pursuant to which the Equity PIPE Subscribers purchased shares of the
Common Stock;


 


WHEREAS,
ParentCo, SPAC and the Convertible Note PIPE Subscribers have entered into that certain Convertible Note Subscription Agreement, dated
as of November 28, 2022 (the “Convertible Note Subscription Agreement”), pursuant to which the Convertible
Note PIPE Subscribers purchased convertible notes of ParentCo (the “Convertible Notes”) that are convertible
into shares of the Common Stock pursuant to the terms of such Convertible Notes;


 


WHEREAS,
the Company and the Holders desire to amend the Original Agreement in the form of this Agreement, pursuant to which the Company shall
grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 






    


    


    

 


NOW,
THEREFORE, in consideration of the 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 to amend and restated the Original Agreement in its entirety 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.


 


“Block Trade”
means an offering or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise)
effected pursuant to a Registration Statement without substantial marketing efforts prior to pricing, including, without limitation, a
same day trade, overnight trade or similar transaction.


 


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


 


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


 


“Business Day”
means any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in New York,
New York, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or
any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental entity so
long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York
are generally open for use by customers on such day.


 


“Cantor Private
Placement Warrants Purchase Agreement” shall mean that certain Private Placement Warrants Purchase Agreement between SPAC
and Cantor dated as of March 4, 2021.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


“Company Merger”
shall have the meaning given in the Recitals.


 


“Convertible Note
PIPE Subscribers” shall have the meaning given in the Preamble.


 


“Convertible Note
Subscription Agreement” shall have the meaning given in the Recitals.


 


“Convertible Notes”
shall have the meaning given in the Recitals.


 






    


    


    

 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.4.


 


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


 


“Equity PIPE Subscribers”
shall have the meaning given in the Preamble.


 


“Equity Subscription
Agreement” shall have the meaning given in the Recitals.


 


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


 


“Filing
Deadline” shall have the meaning set forth in subsection 2.1.1.


 


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


 


“Form S-3
Shelf” shall have the meaning given in subsection 2.3.


 


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


 


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


 


“Liminatus”
shall have the meaning given in the Recitals.


 


“Liminatus Members”
shall have the meaning given in the Preamble.


 


“Liminatus Merger
Sub” shall have the meaning given in the Recitals.


 


“Lock-up Period”
shall mean, with respect to 1/3 of the Lock-up Shares the period ending on the date that is 6 months following the Closing (as defined
in the Transaction Agreement), with respect to an additional 1/3 of the Lock-up Shares, the period ending on the date that is 12 months
following the Closing, and with respect to the remainder of the Lock-up Shares, the period ending on the date that is 24 months following
the Closing; provided that the Lock-up Period shall immediately end on (x) the date on which the VWAP of the Common Stock equals
or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20
Trading Days within any 30-Trading Day period or (y) the date on which the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property.


 


“Lock-up
Shares” shall mean shares of Common Stock of ParentCo received by each Holder pursuant to the Business Combination
Agreement (including any securities convertible into, or exchangeable for, or representing the rights to receive shares of Common Stock
of ParentCo, if any, acquired during the Lock-up Period), but excluding the Equity PIPE Subscribers and the Convertible Note PIPE Subscribers
who shall not be subject to the Lock-up Agreement..


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.6.


 


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


 


“Minimum Takedown
Threshold” shall have the meaning given in subsection 2.1.4.


 


“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 light of the circumstances under
which they were made) not misleading.


 






    


    


    

 


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


 


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


 


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


 


“PIPE Subscribers”
shall have the meaning given in the Preamble.


 


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


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Convertible Notes, (b) the Warrants
and the Common Stock issued or issuable upon the exercise of the Warrants, (c) any outstanding share of the Common Stock or any other
equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company
held by a Holder as of the date of this Agreement, (d) any shares of Common Stock issued or issuable after the date hereof pursuant
to the Transaction Agreement, (e) the shares of Common Stock issued or issuable pursuant to the Equity PIPE Subscription Agreement,
and (f) any other equity security of the Company issued or issuable with respect to any such share of the Common Stock by way of
a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities
when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act
and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such
securities shall have been otherwise transferred, new certificates 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 registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but
with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 


“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.


 


“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 Holders”
shall have the meaning given in subsection 2.1.6.


 


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


 


“Shelf Registration”
shall have the meaning given in Section 2.1.


 


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


 


“SPAC Merger”
shall have the meaning given in the Recitals.


 


“SPAC Merger Sub”
shall have the meaning given in the Recitals.


 


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


 


“Subsequent Shelf
Registration” shall have the meaning given in subsection 2.1.2.


 


“Trading Day”
means a day during which trading in the Common Stock generally occurs.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the
date in question: the NYSE American, the NYSE, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transaction
Agreement” shall have the meaning given in the Recitals.


 


“Transfer”
shall mean the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).


 


“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
Lock-up Period” shall have the meaning given in subsection 2.3.


 


“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.


 


“Underwritten
Shelf Takedown” shall have the meaning given in subsection 2.1.4.


 






    


    


    

 


“VWAP”
means, for any date, the price determined by the first of the following clauses
that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as
reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or
OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on
OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for
the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by
the Board, the fees and expenses of which shall be paid by the Company.


 


“Withdrawal
Notice” shall have the meaning given in subsection 2.1.7.


 


“Yearly Limit”
shall have the meaning given in subsection 2.1.4.


 


Article II


 


REGISTRATIONS


 


2.1            Shelf
Registration.


 


2.1.1            Filing.
The Company shall, subject to Section 3.4 hereof, submit or file within 30 days of the closing date of the Business
Combination (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective
as soon as practicable thereafter, a Registration Statement for a Shelf Registration (“Shelf Registration”)
on Form S-1 (the “Form S-1 Shelf”), or, if the Company is eligible to use a Registration Statement
on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), in each case, covering
the resale of all the Registrable Securities (determined as of two Business Days prior to such submission or filing) on a delayed or continuous
basis and shall use its commercially reasonable efforts to have the Shelf Registration declared effective after the filing thereof, but
no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Company that it will
 “review” the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (B) the
Filing Deadline, and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier)
by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such
deadline the “Effectiveness Deadline”), provided, that if the Filing Deadline or Effectiveness
Deadline falls on Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline,
as the case may be, shall be extended to the next Business Day on which the Commission is open for business. Such Shelf Registration shall
provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available
to, and requested by, any Holder named therein. Subject to Sections 2.1.2 and 3.4 hereof, the Company
shall maintain a Shelf Registration in accordance with the terms hereof, and shall prepare and file with the Commission such amendments,
including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration continuously effective, available
for use by the Holders named therein to sell their Registrable Securities included therein, and in compliance with the provisions of the
Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf,
the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to
a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3.


 






    


    


    

 


2.1.2            Subsequent
Shelf Registration. If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time while Registrable
Securities are still outstanding, the Company shall, subject to Section 3.4 hereof, use its commercially reasonable efforts
to, as promptly as is reasonably practicable, cause such Shelf Registration to again become effective under the Securities Act (including
using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration),
and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration in a manner
reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration or file an additional
registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of
all Registrable Securities under such Subsequent Shelf Registration (determined as of two Business Days prior to such filing), and pursuant
to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration
is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective
under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf
Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if
the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable
eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use by the
Holders named therein to sell their Registrable Securities included therein, and in compliance with the provisions of the Securities Act
until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3, to
the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate
form.


 


2.1.3            Additional
Registrable Securities. Subject to Section 3.4 hereof, in the event that any Holder or Holders, collectively,
hold Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of any such
Holder or Holders, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered
by either, at the Company’s option, any then-available Shelf Registration (including by means of a post-effective amendment) or
a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf Registration
or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that (i) the Company shall
only be required to cause such Registrable Securities to be covered if the total offering price thereof is reasonably expected to exceed,
in the aggregate, $10 million and (ii) the Company shall only be required to register Registrable Securities pursuant to this Section 2.1.3 twice
per calendar year.


 


2.1.4            Requests
for Underwritten Shelf Takedown. Following the expiration of the Lock-up Period, if applicable, at any time and from time to time
when an effective Shelf Registration is on file with the Commission, any Liminatus Member, PIPE Subscribers, Cantor, or the Sponsor, or
any combination thereof (any of the Liminatus Members, PIPE Subscribers, Cantor, or the Sponsor making such demand, a “Demanding
Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated
offering that is registered pursuant to a Shelf Registration (each, an “Underwritten Shelf Takedown”); provided that
the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include (a) Registrable Securities
proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price
reasonably expected to exceed, in the aggregate, $10 million (the “Minimum Takedown Threshold”) or (b) if
the Demanding Holders hold Registrable Securities with a total offering price reasonably expected to be less than the Minimum Takedown
Threshold, all of the Registrable Securities held by a Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by
giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the
Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one
or more reputable nationally recognized investment banks), subject to the prior approval by the Demanding Holder(s) (which shall
not be unreasonably withheld, conditioned or delayed). The Liminatus Members, PIPE Subscribers, Cantor and the Sponsor, may each demand
Underwritten Shelf Takedowns pursuant to this Section 2.1.4 not more than two times in any twelve (12) month period
(the “Yearly Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any
Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, which is then available for such
offering.


 


2.1.5            Reduction
of Underwritten Offering.  If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advise(s) the
Company, the Demanding Holder(s) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten
Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable
Securities that the Demanding Holder(s) and the Requesting Holders (if any) desire to sell, taken together with all other shares
of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities,
if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration
rights held by any other shareholders 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, before including any shares of Common
Stock or other equity securities proposed to be sold by the Company or by other holders of shares of Common Stock or other equity securities,
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 Shelf Takedown without
exceeding the Maximum number of Securities).


 






    


    


    

 


2.1.6            Underwritten
Shelf Takedown Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used
for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown
shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that any other Demanding Holder(s) may elect to have the Company continue an Underwritten
Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten
Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an
Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4 hereof and shall count
toward the Yearly Limit, unless either (i) the Demanding Holder(s) making the withdrawal has not previously withdrawn any Underwritten
Shelf Takedown or (ii) the Demanding Holder(s) making the withdrawal reimburses the Company for all Registration Expenses with
respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such
Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in
such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf
Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten
Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.4 hereof and shall count toward the
Yearly Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Demanding
Holders and Requesting Holders. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.6,
other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.


 


2.2            Piggyback
Registration.


 


2.2.1            Piggyback
Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for
the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant
to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or
other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for
an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the
Company shall 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, 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 best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant
to this subsection 2.2.1 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 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the Company.


 






    


    


    

 


2.2.2            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 2.2 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 2.2.1 hereof, Pro
Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration has
been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold
without exceeding the Maximum Number of Securities;


 


(b)            If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities,
other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the 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.


 


2.2.3            Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. 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 2.2.3.


 


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


 






    


    


    

 


2.3            Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade) or any Company-initiated
Registration for the account of the Company (subject to the Company’s compliance with Section 2.2 hereof),
each Holder that is an executive officer, director or Holder in excess of 5% of the then-outstanding shares of Common Stock agrees that
it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering
pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period (or such shorter time agreed to
by the managing Underwriters) beginning on the date of pricing of such offering (the “Underwritten Lock-up Period”),
except as expressly permitted by such lock-up agreement or in the event the Underwriters managing the offering otherwise consent in writing.
Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially
the same terms and conditions as the Company’s directors and executive officers or the other shareholders of the Company). The Company
will not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-up Period binding on the Holders, nor will
the Company be obligated to include in any Piggyback Registration any Registrable Securities that are then subject to a “lock-up”
agreement.


 


2.4            Block
Trades.


 


2.4.1            Notwithstanding
any other provisions of this Agreement, but subject to Section 3.4, if a Demanding Holder desires to effect a Block Trade,
with a total offering price reasonably expected to exceed, in the aggregate, either (x) the Minimum Takedown Threshold or (y) all
remaining Registrable Securities held by such Demanding Holder, then notwithstanding the time periods provided for in Section ‎2.2.1,
such Demanding Holder only needs to notify the Company of the Block Trade at least three (3) business days prior to the day such
offering is to commence and the Company shall as promptly as is reasonably practicable, use its commercially reasonable efforts to facilitate
such Block Trade; provided that the Demanding Holder wishing to engage in the Block Trade shall use its commercially reasonable
efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate
preparation of the registration statement, prospectus and other offering documentation related to such Block Trade.


 


2.4.2            Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, the
Demanding Holder that initiated such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter
or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block
Trade prior to its withdrawal under this Section ‎2.4.2 in the first instance of any such withdrawal;
provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to any subsequent
withdrawal under this Section 2.4.2.


 


2.4.3            Notwithstanding
anything to the contrary in this Agreement, Section ‎2.2 hereof shall not apply to a Block Trade initiated
by a Demanding Holder pursuant to this Agreement.


 


2.4.4            The
Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters, placement agents or sales agents
(if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided,
that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.


 


2.4.5            A
Holder in the aggregate may demand no more than two Block Trades pursuant to this Section 2.4 in any 12-month period.
For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand
for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.


 


2.5            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 request for an Underwritten
Shelf Takedown pursuant to Section 2.1.4 hereof and it continues to actively employ, in good faith, all reasonable
best 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 Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a
result that it is essential to defer the undertaking of such Underwritten Offering at such time, then in each case, as applicable, the
Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating the applicable reason(s) set forth
in Clauses (A) through (C) above underlying the Company’s decision to defer the undertaking of such Underwritten Offering.
In such event, the Company shall have the right to defer such offering for a period of not more than sixty (60) days; provided, however,
that the Company shall not defer its obligations in this manner more than once in any twelve (12) month period.


 






    


    


    

 


Article III


 


COMPANY
PROCEDURES


 


3.1            General
Procedures. If at any time the Company is required to effect the Registration of Registrable Securities, the Company shall use its
best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution
thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1            prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold;


 


3.1.2            prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by any Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3            prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and each Holder of Registrable Securities included in such Registration, and each such Holder’s legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and each Holder of Registrable Securities included in such
Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


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 any Holder
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take
any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;


 


3.1.5            cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


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


 


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


 






    


    


    

 


3.1.8            at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;


 


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


 


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


 


3.1.11            obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered
by “cold 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);


 


3.1.15            if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, 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 any Underwritten Offering; and


 


3.1.16            otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 






    


    


    

 


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


 


3.3            Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.


 


3.4            Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of
a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and
file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company
that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company
to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend,
immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.4.


 


3.5            Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the
Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that
it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder
to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission),
including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


Article IV


 


INDEMNIFICATION
AND CONTRIBUTION


 


4.1            Indemnification.


 


4.1.1            The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 






    


    


    

 


4.1.2            In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


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


 


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


 


4.1.5            If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action; 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.


 






    


    


    

 


Article V


 


LOCK-UP


 


5.1            Lock-up.
Pursuant to the Lock-Up Agreement, the Sponsor, Cantor, and the Liminatus Members agree that they shall not Transfer any Lock-up Shares
until the end of the Lock-up Period, except as permitted by and in accordance with the Lock-Up Agreement.


 


Article VI


 


MISCELLANEOUS


 


6.1            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, 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, or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit
of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement
must be addressed, if to the Company, to: 6 Centerpointe Dr., #625, La Palma, CA 90623, and, if to any Holder, at such Holder’s
address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any
time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)
days after delivery of such notice as provided in this Section 6.1.


 


6.2            Assignment;
No Third Party Beneficiaries.


 


6.2.1            This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


6.2.2            Prior
to the expiration of the Lock-up Period, if applicable, 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.


 


6.2.3            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.


 


6.2.4            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 6.2 hereof.


 


6.2.5            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 6.1 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 6.2 shall be null and void.


 






    


    


    

 


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


 


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


 


6.5            Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of
capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent
of the Holder 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.


 


6.6            Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right
to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


6.7            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 any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner
of sale. The provisions of Section 3.5 and Article IV shall survive any termination.


 


[Signature
Page Follows]


 






    


    


    

 


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


 


	 	SPAC:
	 	 	 
	 	IRIS ACQUISITION CORP, a Delaware corporation
	 	 
	 	By:	                    
	 	 	Name:
	 	 	Title:
	 	 	 
	 	COMPANY:
	 	 	 
	 	IRIS PARENT HOLDING CORP., a Delaware corporation
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	HOLDERS:
	 	 	 
	 	IRIS ACQUISITION HOLDINGS LLC, a Delaware
    limited liability company
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  
	 	 	 
	 	CONVERTIBLE NOTE PIPE SUBSCRIBERS:
	 	 	 
	 	EWON COMFORTECH CO., LTD., a South
    Korean company
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	EQUITY PIPE SUBSCRIBERS:
	 	 	 
	 	 	 
	 	EWON COMFORTECH CO., LTD., a South
    Korean company
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature
Page to Amended and Restated Registration Rights Agreement]