Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of ____________, is made and entered into by and among:


 


(i) The
Tomorrow Companies Inc., a Delaware corporation (the “Company”) (formerly known as Pine Technology Acquisition
Corp.);


 


(ii) Pine
Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”); and


 


(iii) the
former equityholders of The Tomorrow Companies Inc. (“Tomorrow.io”) designated on Schedule A hereto as
Tomorrow.io Equityholders, who received shares of Common Stock (as defined below) pursuant to the transactions contemplated by the Merger
Agreement (as defined below) (collectively, the “Tomorrow.io Equityholders” and, together with the Sponsor 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, pursuant to
that certain Agreement and Plan of Merger, dated as of December 7, 2021 (as it may be amended, supplemented, restated or otherwise modified
from time to time, the “Merger Agreement”), by and among the Company, Tomorrow.io and Pine Technology Merger
Corp., a Delaware corporation (“Merger Sub”), Merger Sub merged with and into Tomorrow.io, with Tomorrow.io
surviving as a wholly-owned subsidiary of the Company, and all of the shares of capital stock of Tomorrow.io (including those held by
the Tomorrow.io Equityholders) were converted into the right to receive common stock of the Company (“Common Stock”);
and


 


WHEREAS, in connection
with the consummation of the transactions described above (the “Transactions”), the Company and the Holders
desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to
the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.


 


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


 


Article
I

Definitions


 


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


 


“Action”
shall mean any claim, action, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation,
by or before any Governmental Authority.


 


“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 the 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 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, declared effective or used, as the case may be, and (iii) the
Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement
would be expected, in the reasonable determination of the Board, to cause the Registration Statement to fail to comply with applicable
disclosure requirements.


 






     


     


    

 


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


 


“Block Trade”
shall mean any non-marketed underwritten offering taking the form of a block trade to a financial institution, “qualified institutional
buyer” or “institutional accredited investor,” bought deal, over-night deal or similar transaction that does not include
the filing of a Prospectus or Issuer Free Writing Prospectus with the Commission, “road show” presentations to potential investors
requiring substantial marketing effort from management, the issuance of a “comfort letter” by the Company’s auditors
or the issuance of legal opinions by the Company’s legal counsel.


 


“Board”
shall mean the board of directors of the Company.


 


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


 


“Closing”
shall have the meaning given in the Merger Agreement.


 


“Closing Date”
shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


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


 


“EDGAR”
shall have the meaning given in Section 3.1.3.


 


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


 


“FINRA”
shall mean the Financial Industry Regulatory Authority Inc.


 


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


 


“Form S-3 Shelf”
shall have the meaning given in Section 2.1.1.


 


“Governmental Authority”
shall mean any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative
agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board,
bureau, agency or instrumentality, court or tribunal.


 


“Governmental Order”
shall mean any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental
Authority.


 


“Holder Information”
shall have the meaning given in Section 4.1.2.


 






    2


     


    

 


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


 


“Law”
shall mean any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.


 


“Lock-Up Period”
shall have the meaning given in the Lockup Agreement.


 


“Lockup
Agreement” shall mean the Lockup Agreement, dated as of December 7, 2021, by and among the Company and the other
parties thereto, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to
time.


 


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


 


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


 


“Minimum Takedown
Threshold” shall have the meaning given in Section 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 case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Permitted Transferees”
shall mean (a) with respect to the Sponsor and its respective Permitted Transferees, (i) prior to the expiration of the Lock-Up Period
pursuant to the Lockup Agreement (the “Sponsor Lock-Up Period”), any person or entity to whom such Holder is
permitted to transfer Registrable Securities prior to the expiration of such Lock-Up Period pursuant to the Lockup Agreement and (ii)
after the expiration of the Sponsor Lock-Up Period, any person or entity to whom such Holder is permitted to transfer Registrable Securities,
subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company
and any transferee thereafter; (b) with respect to the Tomorrow.io Equityholders and their respective Permitted Transferees, (i) prior
to the expiration of the Lock-Up Period, any person or entity to whom such Holder is permitted to transfer Registrable Securities prior
to the expiration of the Lock-Up Period pursuant to the Lockup Agreement (including any written waiver thereunder or amendment or modification
thereto) and (ii) after the expiration of the Lock-Up Period, any person or entity to whom such Holder is permitted to transfer such Registrable
Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees
and the Company and any transferee thereafter; and (c) with respect to all other Holders and their respective Permitted Transferees, any
person or entity to whom such Holder of Registrable Securities is permitted to transfer such Registrable Securities, subject to and in
accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee
thereafter.


 


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


 


“PIPE Investors”
shall have the meaning given in the Merger Agreement


 


“Plan of Distribution”
shall have the meaning given in Section 2.1.1.


 


“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.


 






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“Registrable Security”
shall mean (a) any outstanding Common Stock or any other equity security of the Company (including warrants to purchase shares of Common
Stock) held by a Holder immediately following the Closing (including Common Stock issuable pursuant to the Merger Agreement), (b) any
Common Stock that may be acquired by any Holder upon the exercise of a warrant or other right to acquire Common Stock held by a Holder
immediately following the Closing, (c) any Common Stock or other security of the Company (including warrants to purchase Common Stock)
(including any Common Stock issued or issuable upon the exercise of any such warrant or other equity security) of the Company otherwise
acquired or owned by a Holder following the date hereof to the extent that such securities are “restricted securities” (as
defined in Rule 144) or otherwise held by an “affiliate” (as defined in Rule 144), and (d) any other equity security of the
Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or (c) above by way
of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, 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: (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 by the applicable Holder; (B) 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; (C) such securities shall have ceased to be outstanding; (D)
such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but
with no requirement to maintain current public information or volume or other restrictions or limitations including as to manner or timing
of sale); and (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, including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus
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, 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 fees of any national 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 outside 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 legal counsel selected by the majority-in-interest of the securities requested to be registered by the Demanding
Holders in an Underwritten Offering (not to exceed $100,000 without the prior written consent of the Company).


 






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“Registration Statement”
shall mean any registration statement that covers 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 materials incorporated by reference in such registration statement.


 


“Requesting Holders”
shall have the meaning given in Section 2.1.5.


 


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


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant
to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf Takedown”
shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.


 


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


 


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


 


“Subscription Agreements”
shall have the meaning given in the Merger Agreement


 


“Tomorrow.io Equityholders”
shall have the meaning given in the Preamble hereto.


 


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


 


“Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, 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,
(b) 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 (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b).


 


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


 


“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 Section 2.1.4.


 


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


 






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Article
II


Registrations and Offerings


 


2.1 Shelf
Registration.


 


2.1.1 Filing.
The Company shall file within thirty (30) days after the Closing Date (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
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 filing) on a delayed or continuous basis and shall use its commercially reasonable
efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the
60th calendar day (or 90th calendar day if the Commission notifies the Company that it will “review”
the Registration Statement) following the Filing Deadline and (ii) the 5th 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 Shelf shall provide for the resale of the Registrable Securities included therein pursuant
to any method or combination of methods legally available (the “Plan of Distribution”) to, and requested by,
any Holder named therein. The Company shall maintain a Shelf 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 continuously effective,
available for use 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 practicable after the Company is eligible to use Form S-3. The
Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.2 Subsequent
Shelf Registration. If any Shelf 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 to again become effective under the Securities Act (including using commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable
efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any
order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration”) registering the resale of all Registrable Securities (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 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. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of
doubt, be subject to Section 3.4.


 






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2.1.3 Additional
Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered
for resale on a delayed or continuous basis, the Company, upon request of the Sponsor or a Tomorrow.io Equityholder (which for this purpose
shall include affiliated entities) that holds collectively at least five (5.0%) percent of the Registrable Securities, 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, the Shelf (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 or Subsequent Shelf Registration shall be subject to the terms hereof; provided,
however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year
for the Sponsor or Tomorrow.io Equityholders, respectively.


 


2.1.4 Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file
with the Commission, any Tomorrow.io Equityholder or Sponsor (any of the Tomorrow.io Equityholders or the Sponsor being, in such case,
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 the Shelf (each, an “Underwritten Shelf Takedown”);
provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable
Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate,
$25 million (the “Minimum Takedown Threshold”). 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. Subject to Section 2.4.4, the initial Demanding Holder 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 Company’s
prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Tomorrow.io Equityholders, on the one hand, and
the Sponsor, on the other hand, may each demand no more than (i) one (1) Underwritten Shelf Takedown pursuant to this Section 2.1.4
in any six (6) month period or (ii) two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12)
month period. 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, that 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, 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 Registrable
Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or
other equity securities that the Company desires to sell and all 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 stockholders,
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 Common Stock or other equity securities proposed to be sold
by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first,
the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of
Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number
of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if
any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included
in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested
be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities. To facilitate
the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number
of shares allocated to any Holder to the nearest 100 shares. The Company shall not be required to include any Registrable Securities in
such Underwritten Shelf Takedown unless the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.


 






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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 Shelf Takedown; provided that
any Tomorrow.io Equityholder or the Sponsor 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 Tomorrow.io
Equityholder or the Sponsor or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten
Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown for purposes of Section 2.1.4; provided
that, if a Tomorrow.io Equityholder or the Sponsor 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 Tomorrow.io
Equityholder or the Sponsor, as applicable, for purposes of Section 2.1.4. 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 Shelf Takedown. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Shelf Takedown prior to its withdrawal under this Section 2.1.6.


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback
Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company
proposes to file a Registration Statement under the Securities Act with respect to the Registration 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 Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto)
(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 relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering
of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) for a Block Trade, then
the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable
but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering
pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such
offering, 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 include in such registered offering such number of Registrable Securities as such
Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback
Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to
be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter
or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section
2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered
offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s
agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.


 






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2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering 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 of the Company that the Company desires to sell, taken
together with (i) the shares of Common Stock or other equity securities of the Company, if any, as to which Registration or a registered
offering 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 shares of Common Stock or other equity securities of the Company, if any, as to which Registration or a registered offering
has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders
of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:


 


(a) If
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (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 Section 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; 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 or a registered offering has been requested pursuant to written contractual piggy-back registration
rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum
Number of Securities;


 


(b) If
the Registration or registered offering 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 or registered offering (A) first, the shares of 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 Section
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; (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 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; and


 






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(c) If
the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1
hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.


 


2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from an Underwritten
Shelf Takedown, and related obligations, shall be governed by Section 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,
the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration
used for marketing such transaction. 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 (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 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 Section 2.2.3.


 


2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant
to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.


 


2.3 Market Stand-off.
In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), each Holder that participates
in the Underwritten Offering pursuant to the terms of this Agreement 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), during the 90-day period
beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten
primary offering of Common Stock or other equity securities, except as (i) expressly permitted by such lock-up agreement or (ii) in
the event the Underwriters managing the offering otherwise agree by written consent, in the case of clause (ii), subject to the approval
of the Board, including the director designated by Sponsor pursuant to the Merger Agreement (such approval not to be unreasonably withheld
or delayed). Each such participating 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 all such Holders that execute a lock-up agreement).


 


2.4 Block Trades.


 


2.4.1 Notwithstanding
the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding
Holder or Demanding Holders wishes to engage in a Block Trade, with a total offering price reasonably expected to exceed, in the aggregate,
the lower of either (x) $25 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the
time periods provided for in Section 2.1.4, such Demanding Holder need only to notify the Company of the Block Trade at least five
(5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially
reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable
Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters
prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation
related to the Block Trade.


 






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2.4.2 Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, a
majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company
and the Underwriter or Underwriters (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.


 


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 in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or
more reputable nationally recognized investment banks).


 


2.4.5 A
Demanding Holder in the aggregate may demand no more than (i) one (1) Block Trade pursuant to this Section 2.4 within any six (6)
month period or (ii) two (2) Block Trades pursuant to this Section 2.4 in any twelve (12) month period.


 


Article
III


Company Procedures


 


3.1 General Procedures. In connection with
any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the
sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall:


 





3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered
by such Registration Statement or sold in accordance with the intended plan of distribution set forth in such Registration Statement or
have ceased to be Registrable Securities;


 


3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5.0%) of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;


 


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 the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or furnished with the
Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);


 






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3.1.4 prior
to any public offering of Registrable Securities, use its commercially reasonable 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 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 reasonably 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 use
commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange 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 commercially reasonable 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 such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order
to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable
Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference
therein);


 


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;


 


3.1.10 in
the event of an Underwritten Offering, permit a representative of any Holder, the Underwriters, if any, and any attorney or accountant
retained by such Holder(s) 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 agree to confidentiality arrangements reasonably satisfactory to the Company, prior to the release or disclosure of any
such information;


 






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3.1.11 obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering
or other coordinated offering that is registered pursuant to a Registration Statement, in customary form and covering such matters of
the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent or placement
agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12 in
the event of an Underwritten Offering, 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 or other coordinated offering that is registered pursuant to a Registration Statement, enter into
and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary form, with
the managing Underwriter, sales agent or placement agent 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 then in effect);


 


3.1.15 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25 million with respect to
an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in
such Underwritten Offering; and


 


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


 


Notwithstanding the foregoing,
the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if
such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering
or other coordinated offering that is registered pursuant to a Registration Statement.


 


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’ or agents’ commissions
and discounts, brokerage fees, and, other than as set forth in the definition of “Registration Expenses,” all reasonable
fees and expenses of any legal counsel representing the Holders.


 






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3.3 Requirements for Participation
in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not timely
provide the Company with its requested Holder Information upon reasonable notice, the Company may exclude such Holder’s Registrable
Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such
information is necessary or advisable to effect the registration and such Holder continues thereafter to withhold such information. No
person may participate in any Underwritten Offering or other coordinated 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 arrangements approved by the Company and (ii) timely completes and executes all customary questionnaires, powers of attorney,
indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the
terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not
affect the registration of the other Registrable Securities to be included in such Registration.


 


3.4 Suspension of Sales;
Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1 Upon
receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement or (b) any request
by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the
purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not
contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to such
Registration Statement covering such Registrable Securities until it has received copies of a supplemented or amended Prospectus (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), until it is advised in writing by the Company that the use of the Prospectus may be resumed, and, if so directed by the
Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession,
of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.4.2 Subject
to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement
of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith
judgment of the majority of the Board such Registration, be detrimental to the Company and the majority of the Board concludes as a result
that it is advisable to defer such filing, initial effectiveness or continued use at such time, 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 sixty (60) days, determined in good faith by the Company to be necessary for such
purpose, provided that in each case the Company has furnished to the Holders a certificate signed by the Chief Executive Officer of the
Company stating that in the good faith judgment of the Company it would be seriously detrimental to the Company for such Registration
Statement to be filed, become effective or be used in the near future and that it is therefore essential to defer the filing, initial
effectiveness or continued use of such Registration Statement. In the event the Company exercises its rights under this Section 3.4.2,
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.


 






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3.4.3 (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
continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf Registration
Statement, or (b) if, pursuant to Section 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, the Company may, upon
giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4
or 2.4.


 


3.4.4 The
right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, not more than ninety
(90) days in 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, covenants to use commercially reasonable efforts 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; provided that any documents publicly filed
or furnished with the Commission pursuant to the EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to
this Section 3.5. The Company further covenants that it shall take such further action in a prompt manner 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 then in effect). Upon the request of any Holder, the Company shall promptly 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 and hold harmless, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors
and agents 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 without limitation reasonable and documented outside attorneys’
fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as the same are solely caused by or contained in any
information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company 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 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 with respect to such Holder as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by
law, shall indemnify and hold harmless the Company, its directors, officers and agents and each person who controls the Company (within
the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses
(including without limitation reasonable and documented outside attorneys’ fees) as incurred arising solely out of or resulting
from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent that such untrue or alleged untrue statement or omission
or alleged 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.


 






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4.1.3 Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the consent of the indemnified party (such consent not to be unreasonably withheld or delayed), 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 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 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 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 Section 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 Sections 4.1.1, 4.1.2 and 4.1.3 above,
any legal or other fees, charges or 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 Section 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 Section 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 Section 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 






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Article
V

Miscellaneous


 


5.1 Notices. All notices, requests, claims,
demands and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered
in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested,
postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during
normal business hours (and otherwise as of the immediately following business day), addressed as follows:


 


If to the Company, to:


 


The Tomorrow Companies Inc.


9 Channel Center Street, 7th
Floor


Boston, MA 02127


Attention: Chief Executive Officer


 


with copies (which shall not constitute
notice) to:


 


Goodwin Procter LLP


100 Northern Ave.


Boston, MA 02210


		Attention:	William J. Schnoor
	 	 	Paul R. Rosie






 


If to any Holder, to such address indicated on
the Company’s records with respect to such Holder or to such other address or addresses as such Holder may from time to time designate
in writing.


 


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.


 


5.2.2 A
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any person
to whom it transfers Registrable Securities; provided that such Registrable Securities have not ceased to be Registrable Securities following
such transfer and such person agrees to become bound by the terms and provisions of this Agreement.


 


5.2.3 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).


 






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5.2.4 Subject
to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors
and assigns, which shall include Permitted Transferees. Any attempted assignment in violation of the terms of this Section 5.2
shall be null and void, ab initio.


 


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.


 


5.3 Captions; Counterparts.
The headings, subheadings and captions contained in this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement. This Agreement and any amendment hereto may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 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.


 


5.4 Governing Law.
This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction
other than the State of Delaware.


 


5.5 Jurisdiction; Waiver
of Jury Trial.


 


5.5.1 Each
of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware,
for the purposes of any Action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings
of the parties hereto in respect of this Agreement, and irrevocably and unconditionally waives any objection to the laying of venue of
any such Action in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court
that any such Action has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees not
to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action against such party (i) arising under this Agreement
or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement, (A) any
claim that such party is not personally subject to the jurisdiction of the courts as described in this Section 5.5 for any reason,
(B) that such party or such party’s property is exempt or immune from the jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise) and (C) that (x) the Action in any such court is brought against such party in an inconvenient forum,
(y) the venue of such Action against such party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against
such party in or by such courts. Each party agrees that service of any process, summons, notice or document by registered mail to such
party’s respective address set forth in Section 5.5 shall be effective service of process for any such Action.


 






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5.5.2 THE
PARTIES HERETO EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING, CLAIM, DEMAND,
ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY
OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND
HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.


 


5.6 Amendments and Modifications.
Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities as of the time of any
waiver or amendment, 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 in the event any such waiver or amendment
would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder in a manner
that is different from the other Holders (in such capacity), the written consent of such Holder will also be required. 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.


 


5.7 Termination of Existing
Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification or similar
rights of the Holders with respect to any shares or securities of the Company or Tomorrow.io granted under any other agreement, including,
without limitation, the Registration Rights Agreement, dated as of March 10, 2021, by and among the Company and the Sponsor, and the
Fifth Amended and Restated Investors’ Rights Agreement, dated as of March 15, 2021, by and among Tomorrow.io and its stockholders
party thereto, and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and
of no further force and effect. Other than the PIPE Investors who each have registration rights with respect to their shares of Common
Stock pursuant to the Subscription Agreements, 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, excluding the Subscription Agreements.


 


5.8 Term. This Agreement
shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of
Section 3.5 and Article IV shall survive any termination.


 






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5.9 Termination if Merger
Agreement is Terminated. In the event the Merger Agreement is terminated in accordance with its terms, this Agreement shall automatically
terminate and be of no further force and effect, except for Article IV and Sections 5.1, 5.4, and 5.5, which shall survive such termination.


 


5.10 Holder Information.
Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder
in order for the Company to make determinations hereunder.


 


5.11 Board Observer.
For so long as the Sponsor continues to own shares of Common Stock which represent at least 25% of the number of shares of
Common Stock owned as of the date of this Agreement, the Company shall invite the Sponsor to send one representative to attend, in a
non-voting observer capacity, all meetings of the Board, and shall give such representative copies (at the same time and in the same
manner) of all notices, minutes, consents and other materials that the Company provides to its directors when and as provided; provided,
however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof
if it reasonably determines that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly
confidential proprietary information, to avoid a conflict of interest or for other similar reasons.


 


5.12 Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision
of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason,
such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in
such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


5.13 Specific Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, to the
fullest extent permitted by law, each of the parties agrees that, without posting bond or other undertaking, the other parties will be
entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically
this Agreement and the terms and provisions hereof in any action, claim or suit in addition to any other remedy to which it may be entitled,
at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect of such breach or
violation, it will not assert that the defense that a remedy at law would be adequate.


 


[SIGNATURE PAGES FOLLOW]


 




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


 


	 	COMPANY:
	 	 
	 	THE TOMORROW COMPANIES INC.
	 	By:	 
	 		Name:
	 		Title:



 


[Signature Page to Registration Rights Agreement]


 







     


     


    

 





	 	HOLDERS:
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 





	 	SPONSOR:
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 





	 	[TOMORROW.IO EQUITYHOLDER]
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 





[Signature Page to Registration Rights Agreement]

 




     


     


    

 


Schedule A


 


Tomorrow.io Equityholders