Exhibit 10.4


 


FORM OF





AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Tigo
Energy, Inc. (formerly known as Roth CH Acquisition IV Co. (“SPAC”)), a Delaware corporation (the “Company”),
CHLM Sponsor LLC, a Delaware limited liability company (“CHLM”), CR Financial Holdings, Inc., a New York company
(“CRFH” and, together with CHLM, the “Sponsors”), and each of the undersigned parties listed under
Holder on the signature pages hereto (each such party, together with the Sponsors and any person or entity who hereafter becomes
a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
on August 5, 2021, SPAC, the Sponsors, and the other holders party thereto (each such party, together with the Sponsors, the “Existing
Holders”) entered into that certain Registration Rights Agreement (the “Existing Registration Rights Agreement”),
pursuant to which SPAC granted the Existing Holders certain registration rights with respect to certain securities of SPAC held by the
Existing Holders;


 


WHEREAS,
SPAC entered into that certain Agreement and Plan of Merger, dated as of December [●], 2022 (the “Merger Agreement”),
by and among SPAC, Roth IV Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of SPAC (“Merger Sub”),
and Tigo Energy, Inc., a Delaware corporation (“Tigo”);


 


WHERAS,
pursuant to the Merger Agreement, upon the consummation (“Closing”) of the merger of Merger Sub with and into Tigo
(the “Merger”), the outstanding equity of Tigo was converted into that number of shares of common stock, par value
$0.0001 per share (“Common Stock”), of the Company as set forth in the Merger Agreement (the “Closing Shares”);


 


WHEREAS,
Sponsors and Tigo entered into that certain Sale and Purchase Agreement, dated as
of [●], 2022, pursuant to which, on or about the date hereof, among other things: Sponsors sold an aggregate of 1,645,000 Founder
Shares (as defined below) and 424,000 Private Units (as defined below) to Tigo;


 


WHEREAS,
SPAC entered into that Termination Letter Agreement, dated as of [●], 2022, by and among SPAC, Roth Capital Partners, LLC,
and Craig-Hallum Capital Group LLC, pursuant to which, on or about the date hereof, in consideration for the termination of the business
combination marketing agreement with Acquiror, dated as of August 5, 2021, among other things, SPAC issued [●] shares of Common
Stock to Roth Capital Partners, LLC (the “Advisor Shares”);


 


WHEREAS,
pursuant to Section 6.7 of the Existing Registration Rights Agreement, the provisions, covenants and conditions set forth therein
may be amended or modified upon the written consent of SPAC and by the holders of the majority of “Registrable Securities”
(as such term was defined in the Existing Registration Rights Agreement); and


 


WHEREAS,
the Company and the Existing Holders desire to amend and restate the Existing Registration Rights Agreement, in order to provide the Holders
certain registration rights with respect to the Registrable Securities (as defined below) on the terms set forth herein.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1  Definitions.
Capitalized terms defined in this Section 1.1 shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or Chief 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 Misstatement,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used,
as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.


 






     


     


    

 


“Advisor Shares”
shall have the meaning given in the Recitals hereto


 


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


 


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


 


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


 


“Business Day”
shall mean any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York.


 


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


 


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


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Commission Guidance”
shall mean (i) any publicly-available guidance of the Commission staff, or any comments, requirements, or requests of the Commission
staff and (ii) the Securities Act and the rules and regulations thereunder.


 


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


 


“Company”
shall have the meaning given in the Preamble hereto, and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


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


 


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


 


“EDGAR”
shall have the meaning set forth in subsection 3.1.3.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Founder Shares”
shall mean the shares of common stock, par value $0.0001 per share, of SPAC issued to the Sponsors and certain other stockholders prior
to SPAC’s initial public offering.


 


“Holders”
shall have the meaning given in the Preamble hereto for so long as such Person holds any Registrable Securities.


 


“Lock-Up Agreement”
shall mean that certain Lock-up Agreement, dated as of [●], by and among the Company, each holder of Founder Shares and certain
stockholders of Tigo.


 


“Lock-Up Period”
shall mean the lock-up period specified with respect to a party in the Lock-Up Agreement.


 


“Maximum Number of
Securities” shall have the meaning given in subsection 2.1.5.


 


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


 


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


 






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


 


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


 


“Other Coordinated
Offering” shall mean an “at the market” or similar registered offering through a broker, sales agent, or distribution
agent, whether acting as agent or principal.


 


“Permitted Transferees”
shall mean (x) a Person to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to
the expiration of the applicable Lock-up Period pursuant to the Lock-Up Agreement and (y) after expiration of the Lock-Up Period,
a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities under this Agreement,
the Company’s bylaws and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Person”
shall mean any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


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


 


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


 


“Private Units”
shall mean the units issued to the Sponsors in a private placement simultaneously with the closing of SPAC’s initial public offering.


 


“Private
Warrants” shall mean a warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50
per share that was included in the Private Units


 


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


 


“Registrable Security”
shall mean (a) the Founder Shares, (b) all shares of Common Stock issued to the equityholders of Tigo in the Merger, including
the Closing Shares, (c) the Advisor Shares, (d) any outstanding shares of Common Stock, Warrants (as defined below), or any
other equity security (including the shares of Common Stock issued or issuable upon the exercise of the Warrants or any other equity security)
of the Company held by a Holder as of the date of this Agreement, and (e) any other equity security of the Company issued or issuable
with respect to any such Common Stock by way of a stock dividend, stock split, share capitalization or share sub-division or in connection
with a combination of shares, recapitalization, merger, consolidation, reorganization, or similar transaction; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of:
(i) 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; (ii) such
securities shall have been otherwise transferred, new certificates or book entry positions for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities have been sold to,
or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; or (v) with respect
to a Holder, when all such securities held by such Holder could be sold in any three-month period without registration under Rule 144
promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) without restriction on volume
or manner of sale or other limitations or restrictions thereunder.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


 


“Registration Expenses”
shall mean the documented, out-of-pocket expenses of a Registration, excluding Selling Expenses, but 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 national securities exchange on which the Common Stock is then listed;


 






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


 


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


 


(D) reasonable and documented
fees and disbursements of counsel for the Company;


 


(E) reasonable and documented
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(F) reasonable and documented
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating an Underwritten
Shelf Takedown (the “Selling Holder Counsel”) not to exceed $50,000 in the aggregate without prior approval of the
Company.


 


“Registration Statement”
shall mean any registration statement under the Securities Act 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 2.1.5.


 


“Rule 415”
shall mean Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


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


 


“Selling Expenses”
shall mean all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities,
and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid
by the Company as provided in Section 3.2.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a Registration Statement filed with the Commission in accordance with Rule 415.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are
sold to an Underwriter in a firm commitment underwriting for distribution to the public, including an offering and/or sale
of Registrable Securities by any Holder in a block trade or on an underwritten basis (whether firm commitment or otherwise) without substantial
marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction, but excluding
a variable price reoffer.


 


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


 


“Warrants”
shall mean the warrants of the Company exercisable beginning 30 calendar days after the Closing for one share of Common Stock at an initial
exercise price of $11.50 per share, and shall include the Private Warrants.


 


“Withdrawal Notice”
shall have the meaning given in subsection 2.1.6.


 






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ARTICLE II

REGISTRATIONS


 


2.1         Shelf
Registrations.


 


2.1.1            Initial
Registration. The Company shall, as promptly as reasonably practicable, but in no event later than thirty (30) calendar days after
the Closing Date, use its reasonable best efforts to file a Registration Statement under the Securities Act to permit the public resale
of all the Registrable Securities held by the Holders (and certain other outstanding equity securities of the Company as may be required
by registration rights granted in favor of other stockholders or in the Company’s sole discretion) from time to time as permitted
by Rule 415 (a “Shelf Registration Statement”) on the terms and conditions specified in this subsection 2.1.1
and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after
the initial filing thereof, but in no event later than the earlier of (a) sixty (60) days following the filing deadline (the “Effectiveness
Deadline”), provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline
if the Shelf Registration Statement is reviewed by, and the Company receives comments from, the Commission, and (b) the tenth (10th)
Business Day after the date the Company is notified, orally or in writing, by the Commission that the Shelf Registration Statement will
not be reviewed or will not be subject to further review. The Shelf Registration Statement filed with the Commission pursuant to this subsection
2.1.1 shall be filed on Form S-1 (a “Form S-1 Shelf”) or such other form of registration statement
as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall
contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning
on the effective date for such Shelf Registration Statement. A Shelf Registration Statement filed pursuant to this subsection 2.1.1
shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness
by, the Holders, including the registration of the distribution to a Holder’s shareholders, partners, members or other affiliates.
The Company shall use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to this subsection 2.1.1
to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available
or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by
the Holders until all such Registrable Securities have ceased to be Registrable Securities. When effective, a Shelf Registration Statement
filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all
material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading
(in the case of any Prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which such statement
is made). The Company’s obligations under this subsection 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.2            Subsequent
Registration Statement. If the Shelf Registration Statement required by subsection 2.1.1 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,
use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration Statement to again
become effective under the Securities Act (including using its reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness of such Shelf Registration Statement), and shall use its reasonable best efforts to, as promptly as is reasonably practicable,
amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness
of such Shelf Registration Statement or file an additional Registration Statement (a “Subsequent Shelf Registration Statement”)
registering the resale of all Registrable Securities (determined as of two (2) 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
Statement is filed, the Company shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration Statement 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 Statement 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 Statement continuously
effective, available for use to permit 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 all such Registrable Securities included therein have ceased to be Registrable
Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”) or
any similar short-form registration statement that may be available at such time to the extent that the Company is eligible to use such
form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under
this subsection 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.


 






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2.1.3            Conversion
to Form S-3. The Company shall use its commercially reasonable efforts to convert a Form S-1 Shelf into a Form S-3
Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligations under this subsection
2.1.3, shall, for the avoidance of doubt, be subject to Section 3.4.


 


 2.1.4             Underwritten Shelf Takedown. At any time and from time to time following the effectiveness of the Shelf Registration Statement required by subsection 2.1.1 or 2.1.2, and following any applicable Lock-up Period, any Holder (being in such case, a “Demanding Holder”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (an “Underwritten Shelf Takedown”), provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $25,000,000 from such Underwritten Shelf Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf Takedown but in no event less than $10,000,000 in aggregate gross proceeds. All requests for an Underwritten Shelf Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown, the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown and the proposed form of the Underwritten Shelf Takedown. Within three (3) Business Days after receipt of any Shelf Takedown Notice (or twenty-four (24) hours thereafter in connection with an underwritten block trade), the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with subsection 2.1.5, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.3.1. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Demanding Holders with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Takedown contemplated by this subsection 2.1.4, subject to Section 3.3 and ARTICLE IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of four (4) Underwritten Shelf Takedowns pursuant to a Shelf Takedown Notice by the Demanding Holders under this subsection 2.1.4 with respect to any or all Registrable Securities held by such Demanding Holders and (y) more than two (2) Underwritten Shelf Takedowns per year pursuant to this subsection 2.1.4; provided, however, that an Underwritten Shelf Takedown pursuant to a Shelf Takedown Notice shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders have been sold.




 


2.1.5            Reduction
of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises
the Company, the Demanding Holders 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 shares of Registrable
Securities that the Demanding Holders 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, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback
Registration Rights Holders hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the
Underwritten Shelf Takedown 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 Shelf Takedown, (i) first, before including any shares
of Common Stock or other equity securities proposed to be sold by the Company or by other holders 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 and
the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten
Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities, (ii) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other equity securities that the
Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other
equity securities of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual
arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities.


 






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2.1.6            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. Except as provided in Section 3.2, if an Underwritten Shelf Takedown is withdrawn pursuant
to such request, the Demanding Holder shall reimburse 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, notwithstanding the foregoing, if the Demanding Holder(s) do not reimburse the Company for all Registration
Expenses with respect to such Underwritten Shelf takedown, the number of Underwritten Shelf Takedowns contemplated by Section 2.1.4
shall be correspondingly reduced. Following the receipt of any Withdrawal Notice, the Company shall
promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown.


 


		2.2	Piggyback Registration.



 


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,
an Underwritten Shelf Takedown pursuant to subsection 2.1.4), other than a Registration Statement (i) filed in connection
with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form
that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for
a rights offering or an exchange offer or offering of securities solely to the Company’s existing stockholders, (iv) for an
offering of debt that is convertible into equity securities of the Company, (v) for an “at the market” or similar registered
offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) 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 reasonably
practicable but not less than five (5) Business Days before the anticipated filing date of such Registration Statement, which notice
shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders
of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in
writing within three (3) Business Days after the sending of such written notice (such Registration a “Piggyback Registration”,
and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, the
 “Piggyback Registration Rights Holders”); provided, further, that the exercise of any piggy-back
rights with respect to any block trade should be done no later than twenty four (24) hours following receipt of any written notice regarding
such Block Trade. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and,
if applicable, shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering
to permit the Registrable Securities requested by the Piggyback Registration Rights Holders pursuant to this subsection 2.2.1 to
be included therein 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 Piggyback Registration Rights 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. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten
Shelf Takedown conducted in accordance with subsection 2.1.4. The Company shall have the right to terminate or withdraw any Registration
Statement initiated by it under this subsection 2.2.1 before the effective date of such Registration, whether or not any Piggyback Registration
Rights Holder has elected to include Registrable Securities in such Registration 2.1.4.


 






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2.2.1        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 shares of Common Stock or other equity securities that the Company desires to sell, taken together with
(i) the shares of Common Stock or other equity securities, if any, as to which Registration has been demanded pursuant to separate
written contractual arrangements with Persons 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 shares of Common Stock or other
equity securities, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration
rights of Persons other than the Holders of Registrable Securities hereunder, 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 shares of 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, pro rata, based on the respective
number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of
Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding
the Maximum Number of Securities, 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 shares of Common Stock or
other equity securities, if any, as to which Registration has been requested or demanded pursuant to written contractual piggy-back registration
rights of Persons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of
Securities.


 


(b) If the Registration is pursuant
to a request by Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first,
the shares of Common Stock or other equity securities, if any, of such requesting Persons, 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 respective number of Registrable Securities that each Holder has
requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities, 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 shares of 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 shares of Common Stock or other equity securities for the
account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons,
which can be sold without exceeding the Maximum Number of Securities.


 


(c) If the Underwritten Shelf Takedown
is pursuant to a request by Holder(s) of Registrable Securities pursuant to subsection 2.1.4 hereof, then the Company shall
include in any such Underwritten Shelf Takedown securities in the priority set forth in subsection 2.1.5.


 






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2.2.2            Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten
Shelf Takedown, and related obligations, shall be governed by subsection 2.1.6) shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration (or in the case of a Piggyback Registration pursuant to a Shelf Registration,
at least five (5) Business Days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith
determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw
a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than subsection 2.1.6), 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.


 


2.2.3            Unlimited
Piggyback Registration Rights. Any Piggyback Registration effected pursuant to this Section 2.2 shall not be counted as
a demand for an Underwritten Shelf Takedown under subsection 2.1.4.


 


2.3         Block
Trades; Other Coordinated Offerings.


 


2.3.1            Notwithstanding
any other provision of ARTICLE II, but subject to Section 3.4, at any time and from time to time when an effective
Shelf Registration Statement is on file with the Commission, following any applicable Lock-up Period, if a Demanding Holder or Holders
wishes to engage in Block Trade or Other Coordinated Offering, in each case with a total offering price reasonably expected to exceed,
in the aggregate, either (x) $25 million or (y) all remaining Registrable Securities held by the Demanding Holder or Holders,
provided that the total offering price is reasonably expected to exceed $10 million in the aggregate, such Demanding Holder(s) shall
provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade or Other Coordinated Offering
will commence. As promptly as reasonably practicable the Company shall use its reasonable best efforts to facilitate such Block Trade
or Other Coordinated Offering, provided that the Demanding Holder(s) use reasonable best efforts to work with the Company and the
Underwriter(s) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade
or Other Coordinated Offering) in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation
related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures.


 


2.3.2            Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Holders initiating such Block Trade or Other Coordinated Offering shall have
the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement
agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated
Offering prior to its withdrawal under this subsection 2.3.2.


 


2.3.3            [Reserved]


 


2.3.4            A
majority-in-interest of the Demanding Holders in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters
and any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall
consist of one or more reputable nationally recognized investment banks).


 


2.3.5            A
Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3
in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3
shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to subsection 2.1.4 hereof.


 






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ARTICLE III

COMPANY PROCEDURES


 


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


 


3.1.1            prepare
and file with the Commission as soon as reasonably 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 pursuant to the terms of
this Agreement until all Registrable Securities covered by such Registration Statement have been sold;


 


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


 


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


 


3.1.4            prior
to any Underwritten Offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably request (or provide evidence reasonably satisfactory to such Holders that the Registrable Securities are exempt from such
registration or qualification) 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 any Holder 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 or as a dealer in securities 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 national securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


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


 


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


 


3.1.8            at
least three (3) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (excluding post-effective amendments to update the Prospectus to include Exchange Act reports filed after the
effective date of the Form S-1) furnish a copy of the Registration Statement and/or Prospectus, as applicable, to a seller of Registrable
Securities named therein and its counsel upon request; provided, that the Company shall have no obligation to furnish any documents
publicly filed or furnished with the Commission and publicly available pursuant to EDGAR;


 


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;


 






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3.1.10            in
the event of an Underwritten Offering, a Block Trade, Other Coordinated Offering, or a sale by a broker, placement agent, or sales agent
pursuant to such Registration Statement, in each of the foregoing cases solely to the extent customary for a transaction of its type,
permit a representative of the Holders (such representative to be selected by a majority in interest 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 any 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 for the benefit of the Underwriters, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters for a transaction of its type as the managing Underwriter(s) may reasonably request;


 


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


 


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 $25,000,000, use its reasonable
best 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 participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.


 


3.2         Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company; provided, however, that the Company
shall not be required to pay for any expenses of any registration process begun pursuant to subsection 2.1.4 if the registration request
is subsequently withdrawn at the request of the Demanding Holders (in which case the Demanding Holders shall bear such expenses pro rata
based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless if, at the time of such
withdrawal, the Demanding Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company
not known (and not reasonably available upon request from the Company or otherwise) to the Demanding Holders at the time of their request
and have withdrawn the request with reasonable promptness after learning of such information, then the Demanding Holders shall not be
required to pay any of such expenses. It is acknowledged by the Holders that the Holders shall bear all Selling Expenses, other than as
set forth in the definition of “Registration Expenses,” and all reasonable fees and expenses of Selling Holder Counsel.


 






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3.3         Requirements
for Inclusion as a Selling Stockholder. Prior to the first anticipated filing date of a Registration Statement pursuant to this ARTICLE III,
the Company shall use commercially reasonable efforts to notify each Holder in writing (which may be by email) of the information reasonably
necessary about the Holder to include such Holder’s Registrable Securities in such Registration Statement. Notwithstanding anything
else in this Agreement, the Company shall not be obligated to include such Holder’s Registrable Securities to the extent the Company
has not received such information, and received any other reasonably requested agreements or certificates, on or prior to the fifth Business
Day prior to the first anticipated filing date of a Registration Statement pursuant to this ARTICLE III. Further, 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.


 


3.4.1            Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of outside
counsel for the Company it is necessary to supplement or amend such Prospectus to comply with applicable law, 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.


 


3.4.2            If
the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would
require the Company to make an Adverse Disclosure, or (ii) would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s reasonable control, then 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 reasonably required as 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 until such Holder receives written notice from the Company that such sales or offers of Registrable Securities
may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the
Holders of the expiration of any period during which it exercised its rights under this Section 3.4. The right to delay or
suspend pursuant to this subsection 3.4.2 shall be exercised by the Company, in the aggregate, for not more than sixty (60) consecutive
calendar days or more than ninety (90) total calendar days in each case during any twelve (12)-month period.


 


3.4.3            During
the period starting with the date sixty (60) calendar days prior to the Company’s good faith estimate of the date of the filing
of, and ending on a date one hundred twenty (120) calendar days (or such shorter time as the managing Underwriters may agree) after the
effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable
efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or if, pursuant to subsection 2.1.4, Holders
have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly
underwrite such offering, then the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered
offering pursuant to subsection 2.1.4 or Section 2.3 for the shortest period of time reasonably required as determined
in good faith by the Company. The right to defer, delay or suspend any filing, initial effectiveness of a registered offering pursuant
to this subsection 3.4.3 shall be exercised by the Company, in the aggregate, for not more than thirty (30) consecutive calendar
days or more than sixty (60) total calendar days in each case during any twelve (12)-month period.


 


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, shall file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company
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 Registrable Securities 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, to
the extent that such rule or such successor rule is available to the Company), including providing any customary 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.


 






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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1         Indemnification.


 


4.1.1            The
Company agrees to indemnify, to the extent permitted by law, each such 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 reasonable
and documented out-of-pocket expenses (including reasonable and documented outside 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 reasonable
and documented out-of-pocket expenses (including without limitation reasonable and documented outside attorneys’ fees) resulting
from any untrue or alleged untrue statement of material fact contained, or incorporated by reference in accordance with the requirements
of Form S-1 or Form S-3, in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is contained in (or not contained in, in the case of an
omission) any information or affidavit so furnished in writing by or on behalf of 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’s ability to defend such
action) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim. No indemnifying party shall, without the consent of the indemnified party (such consent not to be unreasonably
withheld), 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), which settlement includes a statement
or admission of fault or culpability on the part of such indemnified party, or which settlement does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or
litigation.


 






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


 


4.1.5            If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and documented out-of-pocket 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 documented out-of-pocket 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 not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case
of an omission), 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 documented out-of-pocket 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

MISCELLANEOUS


 


5.1         Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by FedEx or other nationally recognized overnight delivery service providing evidence of delivery, or (iii) transmission by hand
delivery or electronic mail. 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 overnight delivery service, hand delivery, or electronic mail, at such
time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger, but in the case of email, excluding
any automated reply, such as an out-of-office notification) or at such time as delivery is refused by the addressee upon presentation.
Any notice or communication under this Agreement must be addressed, (i) if to the Company, to: Tigo Energy, Inc., 655 Campbell
Technology Parkway, Suite 150, Campbell, CA 95008, Attn: Zvi Alon, Zvi.Alon@tigoenergy.com; and a copy (which shall not constitute
notice) shall also be sent to White & Case LLP, 1221 Avenue of the Americas, New York, NY 10019, Attn: Colin Diamond, cdiamond@whitecase.com,
and Laura Katherine Mann, laurakatherine.mann@whitecase.com, (ii) if to the Sponsors to: Roth-CH IV Sponsors, 888 San Clemente Drive,
Suite 400, Newport Beach, CA 92660, Attn: Byron Roth, broth@roth.com, and a copy (which shall not constitute notice) shall also be
sent to DLA Piper LLP (US), 2525 East Camelback Road, Suite 1000, Phoenix, AZ 85016, Attn: Steven D. Pidgeon, steven.pidgeon@us.dlapiper.com,
and, (iii) if to any Holder, at such Holder’s address or facsimile number 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) calendar days after delivery of such notice as provided in this Section 5.1.


 


5.2        Assignment;
No Third Party Beneficiaries.


 


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


 






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5.2.2         Prior
to the expiration of the applicable Lock-Up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted
Transferee.


 


5.2.3        Following
the expiration of the applicable Lock-Up Period, a Holder may assign or delegate such Holder’s rights, duties or obligations under
this Agreement, in whole or in part, to any transferee of Registrable Securities.


 


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


 


5.2.5       This
Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.


 


5.2.6        No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3            Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible that is valid and enforceable.


 


5.4            Headings;
Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement or any amendment hereto by electronic means, including DocuSign, e-mail, or scanned pages shall be effective
as delivery of a manually executed counterpart to this Agreement or any amendment hereto.


 


5.5            Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any other
agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto relating to the subject
matter hereof. This Agreement will amend and restate the Existing Registration Rights Agreement to read as set forth herein, when it has
been duly executed by parties having the right to so amend and restate the Existing Registration Rights Agreement.


 


5.6            Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT 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.
The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the Supreme Court of the State of New York,
New York County and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any
suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other
proceeding arising out of or based upon this Agreement except in the above-named courts, and (c) hereby waive, and agree not to assert,
by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding
is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court.


 






    15 


     


    

 


5.7            WAIVER
OF TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, UNDER, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


5.8            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 or group of affiliated Holders, solely in its capacity
as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require
the consent of the Holder or group of affiliated Holders so affected. No course of dealing between any Holder or the Company and any other
party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies
under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder
by such party. Any amendment, termination, or waiver effected in accordance with this Section 5.8 shall be binding on each
party hereto and all of such party’s successors and permitted assigns, regardless of whether or not any such party, successor or
assignee entered into or approved such amendment, termination, or waiver.


 


5.9            Waivers.
Any party to this Agreement may extend the time for the performance of the obligations or acts of the other parties hereto or waive compliance
by the other parties hereto with any of the agreements or conditions contained in this Agreement, but such extension or waiver shall be
valid only if set forth in an instrument in writing signed by the party granting such extension or waiver. No waiver or extension of time
for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations
or acts.


 


5.10            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 the Existing Registration Rights Agreement and any other registration rights agreement or
agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement,
the terms of this Agreement shall prevail.


 


5.11            Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date
as of which no Registrable Securities remain outstanding; provided, that with respect to any Holder, this Agreement shall terminate
on the date such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and ARTICLE IV
shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 






    16 


     


    

 


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


 


	 	COMPANY:
	 	 
	 	TIGO ENERGY, INC.
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	         




 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


HOLDERS:


 


HOLDERS:


 


	
    CR FINANCIAL HOLDINGS, INC.
	 	
    CHLM SPONSOR LLC

    

    

	 	 	 
	By:	              	 	By:	             
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 
	
    ROTH CAPITAL PARTNERS, LLC 
	 	
    HAMPSTEAD PARK CAPITAL MANAGEMENT, LLC 

	 	 	 
	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 
	 	 	 
	
    Aaron M. Gurewitz, as Trustee of the
AMG Trust established January 23, 2007
	 	
    Nazan Akdeniz

	 	 	 
	 	 	 
	
    Gordon Roth
	 	
    Lou Ellis

	 	 	 
	 	 	 
	
    Theodore Roth
	 	
    John Lipman

	 	 	 
	 	 	 
	
    Matt Day
	 	
    Molly Montgomery

	 	 	 
	 	 	 
	
    Byron Roth
	 	
    Adam Rothstein

	 	 	 
	 	 	 
	
    Andrew Costa
	 	
    Sam Chawla



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 








	 	 	 
	
    Aaron M. Gurewitz
	 	
    Daniel M. Friedberg

	 	 	 
	 	 	 
	Rick Hartfiel	 	[●]1


 





 



1 To be the holders of more than 5%
of the Aggregate Fully Diluted Company Common Shares (as defined in the Merger Agreement).


 


[Signature Page to Amended
and Restated Registration Rights Agreement]