Exhibit 10.4


 


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of [●], 2021, is made and entered into by and among Aries I Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), Aries Acquisition Partners, Ltd., a Cayman
Islands exempted company (the “Sponsor”), the shareholders of the Sponsor identified on the signature pages
hereto and the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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, the
Company and the Sponsor entered into that certain Securities Subscription Agreement, dated as of January 20, 2021, pursuant to which the
Sponsor purchased an aggregate of 3,593,750 Class B ordinary shares of the Company (the “Founder Shares”), par
value $0.0001 per share;


 


WHEREAS, on May 18,
2021, the Company, the Sponsor and certain other security holders named therein (the “Existing Holders”) entered
into that certain Registration Rights Agreement (the “Existing Registration Rights Agreement”), pursuant to
which the Company granted the Sponsor and such other Existing Holders certain registration rights with respect to certain securities of
the Company;


 


WHEREAS, on December
13, 2021, Infinite Assets, Inc., a Delaware corporation, the Company, and Aries I Merger Sub, Inc., a Delaware corporation and direct,
wholly-owned subsidiary of the Company, entered into that certain Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which the parties to the Merger Agreement will undertake the transactions described therein (the “Business Combination”);


 


WHEREAS, prior to the
closing of the Business Combination, the Company transferred by way of continuation from the Cayman Islands to the State of Delaware and
domesticated as a Delaware corporation (the “Domestication”) and any references herein to the Company shall refer to
the Company following the consummation of the Domestication;


 


WHEREAS, after the
closing of the Business Combination, the Holders will own Class A common stock of the Company, par value $[∙] per share (the “Common
Stock”), and the Sponsor will own certain warrants of the Company, each such warrant entitling the holder to purchase one
Ordinary Share at an exercise price of $11.50 per share (the “Warrants”); and


 


WHEREAS, the Company
and the Existing Holders desire to terminate the Existing Registration Rights Agreement and enter into this Agreement with the Holders,
pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as
set forth in this Agreement.


 


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


 






     


     


    

 


Article I

DEFINITIONS


 


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


 


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


 


“Block Trade”
shall have the meaning given in subsection 2.3.1.


 


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


 


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


 


“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 Preamble.


 


“Demanding Holder”
shall mean any Holder or group of Holders that together elects to dispose of Registrable Securities having an aggregate value of at least
$15 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten Offering.


 


“Effectiveness
Period” shall have the meaning given in subsection 3.1.1.


 


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


 


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


 


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


 


“Financial Counterparty”
shall have meaning given in subsection 2.3.1.


 


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


 


“Form S-3”
shall have the meaning given in subsection 2.1.1(b).


 


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


 


“Holder Indemnified
Persons” shall have the meaning given in subsection 4.1.1.


 






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


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.4.


 


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


 


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


 


“Other Coordinated
Offering” shall have the meaning given in subsection 2.3.1.


 


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


 


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


 


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


 


“Registrable Security”
shall mean (a) Common Stock issued or issuable upon the conversion of the Founder Shares, (b) the Warrants (including any Common Stock
issued or issuable upon the exercise of the Warrants), (c) any outstanding Common Stock or any other equity security (including Common
Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement,
and (d) any other equity security of the Company issued or issuable with respect to any such Common Stock referred in the forgoing clauses
(a) through (c) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be
Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no
volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in
a public distribution or other public securities transaction.


 


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


 






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“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(a)           all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,
Inc. and any securities exchange on which Common Stock are then listed);


 


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


 


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


 


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


 


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


 


(f)            reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of Registrable Securities held by the Demanding Holders
initiating an Underwritten Demand to be registered for offer and sale in the applicable Underwritten Offering, not to exceed $75,000 without
the consent 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 Holder”
shall have the meaning given in subsection 2.1.1.


 


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


 


“Shelf Registration”
shall have the meaning given in subsection 2.1.1(b).


 


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


 


“Suspension Event”
shall have the meaning given in Section 3.4.


 


“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
Demand” shall have the meaning given in subsection 2.1.3.


 






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“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.


 


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


 


Article II

REGISTRATIONS


 


Section 2.1            Registration.


 


2.1.1        Shelf Registration. (a) The Company agrees that, within thirty (30) days after the consummation of the Business
Combination, the Company will file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering
the resale of all Registrable Securities permitted to be registered for resale from time to time pursuant to Rule 415(a)(1)(i) on a Registration
Statement on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”).
The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably
practicable after the initial filing of the Registration Statement in accordance with Section 3.1 of this Agreement.


 


(b)           The Company agrees that, as soon as reasonably practicable after the Company is eligible to register Registrable Securities
on Form S-3 or any similar short-form registration statement that may be available at such time (“Form S-3”)
(but in any event not less than sixty (60) days thereafter), the Company will file with the Commission (at the Company’s sole cost
and expense) a Registration Statement registering the resale of all Registrable Securities not included on Registration Statement required
to be filed pursuant to subsection 2.1.1(a) (collectively, the “Shelf Registrations”). The Company
shall use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable
after the initial filing of the Registration Statement in accordance with Section 3.1 of this Agreement.


 


2.1.2        [Reserved].


 






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2.1.3        Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and 2.3 of this Agreement, any Demanding Holder may
make a written demand to the Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in
accordance with subsection 2.1.1 of this Agreement or a new Registration Statement if such Demanding Holders’
Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with subsection 2.1.1
or permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance
with subsection 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of
the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who
thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant
to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two
(2) business days (one (1) business day if such offering is an overnight or bought Underwritten Offering) after the receipt by
the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s),
such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to
an Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under
this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for
such Underwritten Offering by the Company in consultation with the Demanding Holders initiating the Underwritten Offering.
Notwithstanding the foregoing, the Company is not obligated to effect (i) more than an aggregate of three (3) Underwritten Offerings
in total pursuant to this subsection 2.1.3, and (ii) an Underwritten Offering pursuant to this subsection 2.1.3
within ninety (90) days after the closing of an Underwritten Offering (or such shorter period if permitted by applicable lock-up
agreements). Notwithstanding the foregoing, no Underwritten Demand will be effective hereunder unless the aggregate net proceeds
(net of underwriting fees and commissions) to the Holders from the sale of the Registrable Securities included in such request are
reasonably expected to exceed $15,000,000 (the “Minimum Amount”).


 


2.1.4        Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant
to an Underwritten Demand, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that
the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken
together with all other Common Stock or other equity securities that the Company desires to sell and Common Stock, if any, as to which
an Underwritten Offering has been requested pursuant to separate written contractual piggy-back registration rights held by any other
shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of
such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders
and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and
Requesting Holder (if any) has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) 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), Common Stock or other
equity securities of the Company that the Company desires to sell and that 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), Common Stock or other equity securities of the Company held by other persons or entities that the Company is obligated
to include pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding
the Maximum Number of Securities.


 






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2.1.5        Registration
Withdrawal. The Demanding Holders initiating an Underwritten Offering pursuant to subsection 2.1.3 of this Agreement
shall have the right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification to the Company
of their intention to withdraw from such Underwritten Offering prior to the launch of such Underwritten Offering or, if applicable, the
effectiveness of the Registration Statement filed with the Commission with respect to the Underwritten Offering; provided, however, that
upon the withdrawal of an amount of Registrable Securities that results in the remaining amount of Registrable Securities included by
the Demanding Holders and participating Holders in such Underwritten Offering being less than the Minimum Amount, the Company may cease
all efforts to complete the Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible
for the Registration Expenses incurred in connection with an Underwritten Demand prior to its withdrawal under this subsection 2.1.5.


 


Section 2.2             Piggyback Registration.


 


2.2.1        Piggyback
Rights. If the Company proposes to (a) file a Registration Statement under the Securities Act with respect to an offering of
equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into equity
securities of the Company, for its own account or for the account of shareholders of the Company (or by the Company and the
shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or
offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, or (b) consummate an Underwritten Offering for
its own account or for the account of shareholders of the Company, then the Company shall give written notice of such proposed
action to all of the Holders of Registrable Securities as soon as practicable (but in the case of filing a Registration Statement,
not less than ten (10) days before the anticipated filing date of such Registration Statement), which notice shall (x) describe
the amount and type of securities to be included, the intended method(s) of distribution and the name of the proposed managing
Underwriter or Underwriters, if any, and (y) offer to all of the Holders of Registrable Securities the opportunity to register
the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days in the
case of filing a Registration Statement and (2) two business days in the case of an Underwritten Offering (unless such offering is
an overnight or bought Underwritten Offering, then one (1) business day), in each case after receipt of such written notice (such
Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders
pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any
similar securities of the Company included in such Piggyback Registration and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include
Registrable Securities in 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. For the avoidance of
doubt, if no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no
further right to participate in such Piggyback Registration.


 






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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 the equity securities of the Company that the Company desires to
sell, taken together with (a) the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering
has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder, (b) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant
to Section 2.2 hereof, and (c) the shares of equity securities of the Company, if any, as to which Registration or Underwritten
Offering has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company,
exceeds the Maximum Number of Securities, then:


 


(a)           If the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in
any such Registration or Underwritten Offering (A) first, Common Stock or other equity securities of the Company that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata, which can be sold without
exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), Common Stock or other equity securities of the Company, if any, as to
which Registration or Underwritten Offering has been requested pursuant to written contractual piggy-back registration rights of other
shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or


 


(b)           If
the Registration or Underwritten 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 Underwritten Offering (A) first, Common Stock or other
equity securities of the Company, if any, of such requesting persons or entities and the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro
Rata based on the respective number of Registrable Securities, Common Stock or other equity securities that each requesting persons,
entities and Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities,
Common Stock or other equity securities that such persons, entities and Holders have requested be included in such Underwritten
Offering; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A),
Common Stock or other equity securities of the Company that the Company desires to sell, 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), Common Stock or other equity securities of the Company for the account of
other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such
persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 






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2.2.3        Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to, as applicable, the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration or the launch of the Underwritten Offering with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons or entities 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 or abandon an Underwritten
Offering in connection with a Piggyback Registration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4        Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected
pursuant to Section 2.2 of this Agreement shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand
effected under Section 2.1 of this Agreement.


 


Section 2.3             Block Trades; Other Coordinated Offerings.


 


2.3.1        Block
Trade and Other Coordinated Offering Rights. Notwithstanding any other provision of this Article II, but subject to Section
3.4, at any time and from time to time when an effective Registration Statement pursuant to Section 2.1 or subsequent Shelf
Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering
not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”)
or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent
or principal, (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected
to exceed, in the aggregate, $15 million or (y) for all remaining Registrable Securities held by the Demanding Holder, then such Demanding
Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least ten (10) 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
or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing
to engage in the Block Trade or Other Coordinated Offering shall use reasonable best efforts to work with the Company and any Underwriters
or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request
in order to facilitate preparation of the prospectus and other offering documentation and any related due diligence, comfort and other
customary procedures related to the Block Trade or Other Coordinated Offering.


 






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2.3.2        Block
Trade or Other Coordinated Offering Withdrawal. 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 Demanding Holders initiating
such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for
any or no reason whatsoever upon written notification to the Company and Financial Counterparty (if any). 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        Piggyback
Registration. Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other
Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement.


 


2.3.4        Underwriters
and Financial Counterparty. The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the
Financial Counterparty (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); provided that the Company shall have the right to consent to such Financial Counterparty, which
consent will not be unreasonably withheld, conditioned or delayed.


 


2.3.5        Maximum
Demands. Any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall be counted as a demand for
an Underwritten Offering pursuant to subsection 2.1.2 hereof.


 


Section 2.4             Restrictions on Registration Rights. If (a) the Holders have requested an Underwritten Offering pursuant to
an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer;
or (b) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the
Board that such Underwritten Offering would be materially detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering at such time, then in each case the
Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the
Board it would be materially detrimental to the Company for such Registration Statement to be filed or to undertake such Underwritten
Offering in the near future and that it is therefore essential to defer the filing of such Registration Statement or undertaking of such
Underwritten Offering. In such event, the Company shall have the right to defer such filing or offering for a period of not more than
thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any
twelve (12)-month period.


 






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Article III

COMPANY PROCEDURES


 


Section 3.1             General
Procedures. The Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such
Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as
expeditiously as possible and to the extent applicable:


 


3.1.1        prepare and file with the Commission, within the time frame required by subsection 2.1.1, 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, including filing a replacement Registration Statement, if necessary, until all Registrable Securities
covered by such Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness Period”);


 


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 Demanding Holders or any Underwriter 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 are no
longer outstanding;


 


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 or Underwritten Offering, 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 will not have any obligation to provide any document
pursuant to this clause that is available on the Commission’s EDGAR system;


 


3.1.4        prior
to any Registration of Registrable Securities, use its commercially reasonable efforts to (a) register or qualify the
Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such
jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of
their intended plan of distribution) may request and (b) take such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable
to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such
Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which
it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so
subject;


 






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


 


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


 


3.1.7        advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of
the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its 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        during the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or
any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into
such Registration Statement or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable
Securities or its counsel; provided, that the Company will not have any obligation to provide any document pursuant to this clause
that is available on the Commission’s EDGAR system;


 


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;


 


3.1.10      subject to the provisions of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement
exists, and then to correct such Misstatement as set forth in Section 3.4 of this Agreement;


 


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


 


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


 






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3.1.13      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 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 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 such placement agent, sales agent or Underwriter;


 


3.1.14      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;


 


3.1.15      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);


 


3.1.16      use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


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


 


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


 


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


 






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Section 3.4             Suspension
of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (a) delay or postpone the
(i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or
requested pursuant to this Agreement, and (b) from time to time to require the Holders not to sell under any Registration Statement
or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its
subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the
advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus
of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which
in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of
legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each
such circumstance, a “Suspension Event”); provided, however, that the Company may not delay
or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60)
consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt
of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is
effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue
offers and sales of Registrable Securities under each Registration Statement filed pursuant to this Agreement until the Holder
receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant
misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified
by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in
such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the
Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering
Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy
shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal,
regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention
policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.


 


Section 3.5             Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it
shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d)
of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable such Holder to sell shares of 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), including providing any legal opinions.


 






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Article IV

INDEMNIFICATION AND CONTRIBUTION


 


Section 4.1             Indemnification.


 


4.1.1        The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and
each person who controls such Holder (within the meaning of the Securities Act) (collectively, the “Holder Indemnified
Persons”) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees
and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section 4.1)
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, in the light of the circumstances under which they were
made, not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company
by or on behalf of such Holder Indemnified Person specifically for use therein.


 


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, severally and not jointly, indemnify the Company,
its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable attorneys’
fees arising out of the enforcement of each such persons’ rights under this Section 4.1) 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, in the light of the circumstances under which they were made, not misleading, but only to the extent that the
same are made in reliance on and in conformity with information relating to the Holder so furnished in writing to the Company by or on
behalf of such Holder specifically for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount
than the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise
to such indemnification obligation.


 


4.1.3        Any
person entitled to indemnification herein shall (a) 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 (b) 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 or there may be reasonable defenses available to the indemnified party that are different from or
additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to
any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to
pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the
indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the
payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.


 






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4.1.4        The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities.


 


4.1.5        If the indemnification provided under Section 4.1 of this Agreement is held by a court of competent jurisdiction
to be unavailable to an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid
or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or such 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 of this Agreement, any legal or other fees, charges or expenses reasonably incurred by such party in connection
with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this
subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account
of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5
from any person who was not guilty of such fraudulent misrepresentation.


 


Article V

MISCELLANEOUS


 


Section 5.1            Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by
courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or
facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which
it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or
facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such
time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed,
if to the Company or the Sponsor prior to the closing of the Business Combination or to the Sponsor after the closing of the
Business Combination, to: [ ], if to the Company after the closing of the Business Combination, to: [ ], and, if to any Holder, at
such Holder’s address or contact information as designated in writing by such Holder and as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other
parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 






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Section 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        This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and
its successors.


 


5.2.3        This Agreement shall not confer any rights or benefits on any persons that are not parties hereto or do not hereafter become
a party to this Agreement pursuant to Section 5.2 of this Agreement.


 


5.2.4        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 (a) written notice provided in accordance with Section 5.1
of this Agreement and (b) 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.


 


Section 5.3            Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts),
each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.


 


Section 5.4            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.


 






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Section 5.5            Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be
waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a
waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement
by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


Section 5.6            Other Registration Rights. The Company represents and warrants that no person, other than (a) a Holder of Registrable
Securities and (b) the holders of the Company’s warrants pursuant to that certain Warrant Agreement, dated as of May 18, 2021, by
and between the Company and Continental Stock Transfer & Trust Company, 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.


 


Section 5.7            Term. This Agreement shall terminate upon the earlier of (a) the tenth (10th) anniversary of the date of this
Agreement and (b) with respect to any Holder, the date as of which such Holder ceases to hold any Registrable Securities. The provisions
of Article V shall survive any termination.


 


[Signature Page Follows]


 






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


 


	 	ARIES I ACQUISITION CORPORATION
	 	 	 
	 	By:	                         
	 	Name: Thane Tokerud
	 	Title: Chairman
	 	 	 
	 	ARIES ACQUISITION PARTNERS, LTD.
	 	 	 
	 	By:	 
	 	Name:
	 	Title: Manager





 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	HOLDERS:
	 	 
	 	 
	 	Name: Gonzalo Suarez
	 	Date: December ___, 2021
	 	 
	 	 
	 	Name: Daniel Schuman
	 	Date: December ___, 2021
	 	 
	 	 
	 	Name: Matthew Le Merle
	 	Date: December __, 2021
	 	 
	 	 
	 	Name: Michael Bower
	 	Date: December __, 2021




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 





	 	Kiser Consulting, LLC
	 	 
	 	By:	 
	 	Name: Timothy Kiser
	 	Title: Owner/Member
	 	Email:Tim@kiser-consulting.com
	 	Address: 1446 Southland Circle, Ste 100
	 	Atlanta, GA 30318
	 	 
	 	Island Capital, LLC
	 	 
	 	By:	 
	 	Name: Jay Zarkovacki
	 	Title: Managing Member
	 	Email:jz@island99capital.com
	 	Address: 4950 McCormick Drive
	 	Richland, OH 44286
	 	 
	 	Hard Yaka, Inc.
	 	 
	 	By:	                                             
	 	Name: Jun Hirag
	 	Title: Chief Operating Officer
	 	Email:jun@hardyaka.com
	 	Address: 26 State Route 28 #1186
	 	Crystal Bay, NV 89402




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	CITIZENS RESERVE, Inc.
	 	 
	 	By:	                        
	 	Name:
	 	Title:
	 	Email:
	 	Address:
	 	 
	 	dreamview, Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	Email:
	 	Address:
	 	 
	 	[CONVERTIBLE NOTE HOLDERS]




 


[Signature Page to Registration Rights Agreement]