REGISTRATION
RIGHTS AGREEMENT


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of December 8, 2021, is by and between Tumim Stone Capital LLC, a
Delaware limited liability company (the “Investor”), and AEye, Inc., a Delaware corporation (f/k/a CF Finance
Acquisition Corp. III, a Delaware corporation) (the “Company”).


RECITALS


A.       The
Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $125,000,000
in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.3 of the Purchase Agreement), as provided for
therein.


B.       Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to
the Investor the Commitment Shares in accordance with the terms of the Purchase Agreement.


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


AGREEMENT


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


		1.	Definitions.



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


(a)           
“Agreement” shall have the meaning assigned to such term in the preamble of this Agreement.


 


(b)          
“Allowable Grace Period” shall have the meaning assigned to such term in Section 3(p).


 


(c)           
“Blue Sky Filing” shall have the meaning assigned to such term in Section 6(a).






    	 	 	 



     


    

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


(e)           
“Claims” shall have the meaning assigned to such term in Section 6(a).


(f)           
“Closing Date” shall mean the date of this Agreement.


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


(h)          
“Common Stock” shall have the meaning assigned to such term in the recitals to this Agreement.


(i)            
“Company” shall have the meaning assigned to such term in the preamble of this Agreement.


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


(k)          
“Filing Deadline” means (i) with respect to the Initial Registration Statement required to be filed to
pursuant to Section 2(a), the 150th day immediately following the date of this Agreement (or if such day is not a Business
Day, the next following Business Day) and (ii) with respect to any New Registration Statements that may be required to be filed by the
Company pursuant to this Agreement, the 30th Business Day following the sale of substantially all of the Registrable Securities
included in the Initial Registration Statement or the most recent prior New Registration Statement, as applicable, or such other date
as permitted by the Commission.


(l)            
“Indemnified Damages” shall have the meaning assigned to such term in Section 6(a).


		(m)	“Indemnified Party” shall have meaning assigned to such term in Section 6(c).



		(n)	“Indemnifying Party” shall have the meaning assigned to such term in Section
6(c).



(o)          
“Initial Registration Statement” shall have the meaning assigned to such term in Section 2(a).


(p)          
“Investor” shall have the meaning assigned to such term in the preamble of this Agreement.


(q)          
“Investor Party” and “Investor Parties” shall have the meaning assigned to such terms in
Section 6(a).


(r)           
“Legal Counsel” shall have the meaning assigned to such term in Section 2(b).


(s)           
“New Registration Statement” shall have the meaning assigned to such term in Section 2(c).






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


(u)          
“Prospectus” means the prospectus in the form included in a Registration Statement, as supplemented from
time to time by any Prospectus Supplement, including the documents incorporated by reference therein.


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


(w)         
“Purchase Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


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


(y)          
“Registrable Securities” means all of (i) the Shares, (ii) the Commitment Shares, and (iii) any capital
stock of the Company issued or issuable with respect to such Shares or Commitment Shares, including, without limitation, (1) as a result
of any stock split, stock dividend, recapitalization, exchange or similar event and (2) shares of capital stock of the Company into which
the shares of Common Stock are converted or exchanged and shares of capital stock of a successor entity into which the shares of Common
Stock are converted or exchanged.


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


(aa)        
“Registration Period” shall have the meaning assigned to such term in Section 3(a).


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


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


(dd)       
“Staff” shall have the meaning assigned to such term in Section 2(e).


(ee)        
“Violations” shall have the meaning assigned to such term in Section 6(a).



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		2.	Registration.



(a)       Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the
Commission an initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of (i) all of the
Commitment Shares and (ii) the maximum number of additional Registrable Securities as shall be permitted to be included thereon in accordance
with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor
under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial Registration
Statement”). The Initial Registration Statement, as initially filed with the Commission, shall contain the “Selling
Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The
Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission
as soon as reasonably practicable following the filing thereof with the Commission.


(b)       Legal
Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review, solely on the Investor’s
behalf, each Registration Statement filed with the Commission pursuant to this Section 2 (“Legal Counsel”),
which shall be Dorsey & Whitney LLP, or such other counsel as thereafter designated by the Investor. Except as provided under Section
10.1(i) of the Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any legal fees and expenses of the
Legal Counsel incurred in connection with the transactions contemplated hereby.


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


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






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(e)       Offering.
If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement
as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales
by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the
filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission
to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable
Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become
effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions
referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective
and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed
prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly request
the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration
Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration
Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding
any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities
(and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the
Staff or the Commission as addressed in this Section 2(e).


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


		3.	Related Obligations.



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


(a)       Subject
to Allowable Grace Periods, the Company shall use commercially reasonable efforts to keep each Registration Statement effective (and the
Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing
market prices (and not fixed prices) at all times until the earliest of (i) the date on which the Investor shall have sold all of the
Registrable Securities covered by such Registration Statement, (ii) the date that is 180 days after the effective date of the termination
of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement, if as of such effective date the Investor holds any
Registrable Securities, and (iii) the effective date of the termination of the Purchase Agreement in accordance with Article VIII of the
Purchase Agreement, if as of such effective date the Investor holds no Registrable Securities (the “Registration Period”).






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(b)       Subject
to Section 3(q) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission such
amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus
used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current and available
for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with the provisions
of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the Investor as set forth in such Registration Statement. Without limiting the generality of the foregoing, the Company covenants and
agrees that (i) at or before 5:30 p.m. (New York City time) on the second (2nd) Trading Day immediately following the Effective
Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall
file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales
pursuant to such Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any VWAP Purchase
are material to the Company (individually or collectively with all other prior VWAP Purchases, the consummation of which have not previously
been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement
or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act
(or the interpretations of the Commission thereof), in each case as reasonably determined by the Company, then, at or before 9:00 a.m.
(New York City time) on the applicable VWAP Purchase Settlement Date for such VWAP Purchase, the Company shall file with the Commission
a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the applicable VWAP Purchase(s), disclosing the
total number of Shares that are to be (and, if applicable, have been) issued and sold to the Investor pursuant to such VWAP Purchase(s),
the total purchase price for the Shares subject to such VWAP Purchase(s), the applicable purchases price(s) for such Shares and the net
proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Shares. To the extent not previously
disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual
Reports on Form 10-K the information described in the immediately preceding sentence relating to all VWAP Purchase(s) consummated during
the relevant fiscal quarter and shall file such Quarterly Reports and Annual Reports with the Commission within the applicable time period
prescribed for such report under the Exchange Act. In the case of amendments and supplements to any Registration Statement on Form S-1
or Prospectus related thereto which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this
Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange
Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable, or shall
file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange
Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for
the purpose of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the use
of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the
provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable
Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter
as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.






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(c)       The
Company shall (A) permit Investor and Legal Counsel an opportunity to review and comment upon each Registration Statement and all amendments
and supplements thereto at least two (2) Business Days prior to its filing with the Commission and (B) shall reasonably consider any reasonable
comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus
contained therein. Investor shall use its reasonable best efforts to comment, and cause Legal Counsel to comment, upon any such Registration
Statement or amendment or supplement thereto provided by the Company within one (1) Business Day of receipt. The Company shall promptly
furnish to Legal Counsel, without charge, electronic copies of any correspondence from the Commission or the Staff to the Company or its
representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information
regarding the Company or any of its Subsidiaries).


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


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






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(f)       The
Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after
becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain
any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(q), promptly prepare
a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission
and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies
as Legal Counsel or the Investor may reasonably request). The Company shall also promptly notify Legal Counsel and the Investor in writing
(i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or
e-mail on the same day of such effectiveness), (ii) of any request by the Commission for amendments or supplements to a Registration Statement
or related Prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate. The Company shall respond as promptly as reasonably practicable to any comments received
from the Commission with respect to a Registration Statement or any amendment thereto.


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


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






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


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


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


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


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






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


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


(p)       Notwithstanding
anything to the contrary contained herein or in the Purchase Agreement (but subject to the last sentence of this Section 3(p)), at any
time after the Effective Date of a particular Registration Statement, the Company may, upon written notice to the Investor, suspend the
Investor’s use of any prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales
of the Registrable Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously
made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition
or other similar transaction and the Company determines in good faith that (A) the Company’s ability to pursue or consummate such
a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or
other registration statement or (B) such transaction renders the Company unable to comply with Commission requirements, in each case under
circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by Investor
or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as applicable,
or (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company,
would materially adversely affect the Company (each, an “Allowable Grace Period”); provided, however,
that in no event shall the Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period
that exceeds 20 consecutive Trading Days or an aggregate of 60 Trading Days in any 365-day period; and provided, further, the Company
shall not effect any such suspension during (I) the first 10 consecutive Trading Days after the Effective Date of the particular Registration
Statement or (II) the 10 consecutive Trading Day period commencing on the Trading Day immediately preceding each VWAP Purchase Exercise
Date. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice,
but in any event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension
of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated
in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless
such material, non-public information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(p),
the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the
Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor
and (ii) the Investor has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular
Registration Statement to the extent applicable, in each case prior to the Investor’s receipt of the notice of an Allowable Grace
Period and for which the Investor has not yet settled.



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		4.	Obligations of the Investor.



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


(b)       The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
each Registration Statement hereunder.


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


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


		5.	Expenses of Registration.



All expenses of the Company
incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3 of this Agreement, including, without
limitation, all registration, listing and qualification fees, printers and accounting fees, and fees and disbursements of counsel for
the Company, shall be paid by the Company. Except as provided under Section 10.1(i) of the Purchase Agreement, the Company shall have
no obligation to reimburse the Investor for any expenses of the Investor incurred in connection with such registrations, filings or qualifications
pursuant to this Agreement, including sales and brokerage commissions incurred by the Investor in connection with sales of Registrable
Securities pursuant to a Registration Statement.



    	 	 11	 



     


    
		6.	Indemnification.



(a)       In
the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted
by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders,
members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Investor within
the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members, partners, employees,
agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
the lack of such title or any other title) of such controlling Persons (each, an “Investor Party” and collectively,
the “Investor Parties”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments,
fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees, costs of defense and investigation),
amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) reasonably incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not
an Investor Party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “Blue Sky” laws of
any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented) or in any Prospectus
Supplement or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being,
collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly
as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs
in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for such Investor Party
expressly for use in connection with the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment
thereof or supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C attached
hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration
Statement, Prospectus or Prospectus Supplement); (ii) shall not be available to the Investor to the extent such Claim is based on a failure
of the Investor to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to the
extent applicable), including, without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected
Prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt
of the corrected Prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld
or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor
Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.






    	 	 12	 



     


    

(b)       In
connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or Indemnified Damages to which
any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in
connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged
and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to the
Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); and, subject
to Section 6(c) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal or other expenses
reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided, however,
the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall be liable under this Section
6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable
sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Company Party and shall survive the transfer of
any of the Registrable Securities by the Investor pursuant to Section 9.






    	 	 13	 



     


    

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


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


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






    	 	 14	 



     


    

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


		7.	Contribution.



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


		8.	Reports Under the Exchange Act.



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


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


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


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






    	 	 15	 



     


    

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


		9.	Assignment of Registration Rights.



Neither the Company nor
the Investor shall assign this Agreement or any of their respective rights or obligations hereunder; provided, that any transaction,
whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity
immediately after such transaction shall not be deemed an assignment.


		10.	Amendment or Waiver.



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


		11.	Miscellaneous.



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


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


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






    	 	 16	 



     


    

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


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


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


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






    	 	 17	 



     


    

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


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


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


12.       Termination.


This Agreement shall terminate
in its entirety upon the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities and (ii) 180 days
following the date of termination of the Purchase Agreement; provided, that the provisions of Sections 4, 6, 7, 9, 10 and 11 shall
remain in full force and effect.


 


[Signature Pages Follow]






    	 	 18	 



     


    

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


	 	COMPANY:
	 	 	 
	 	AEYE, INC. (f/k/a CF FINANCE ACQUISITION CORP. III)
	 	 	 
	 	 	 
	 	By:	/s/ Blair LaCorte
	 	 	Name: Blair LaCorte
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 



 


 


 


[Signature Page to Registration Rights Agreement]






    	 	 	 



     


    

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





	 	INVESTOR:
	 	 	 
	 	TUMIM STONE CAPITAL LLC
	 	 	 
	 	 	 
	 	By:	/s/ Maier J. Tarlow
	 	 	Name: Maier J. Tarlow
	 	 	Title: Manager on Behalf of the GP
	 	 	 
	 	 	 
	 	 	 



 


 


 


[Signature Page to Registration Rights Agreement]