Exhibit 10.1


 


AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 24, 2021, is made and entered into by and
among BuzzFeed, Inc. (f/k/a 890 5th Avenue Partners, Inc.), a Delaware corporation (the “Company”),
200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”), PA 2 Co-Investment LLC,
a Delaware limited liability company (“Cowen Investments”), and Craig-Hallum
Capital Group LLC and certain of its affiliates (“Craig-Hallum” and together with the Sponsor and Cowen
Investments, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto
(including the outside directors of the Company, the “Outside Directors”; each such party, together with the
Founders, members of the Founders and any Person deemed a “Holder” who hereafter becomes a party to this Agreement pursuant
to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders,”
and each as set forth on Exhibit A hereto).


 


RECITALS


 


WHEREAS, on January 11,
2021, the Company, the Founders and the other holders party thereto (each such party, together with the Sponsor, the “Existing
Holders”) entered into that certain Registration Rights Agreement (the “Existing Registration Rights Agreement”),
pursuant to which the Company granted the Founders and the Existing Holders certain registration rights with respect to certain securities
of the Company held by the Existing Holders;


 


WHEREAS, the Founders
and Outside Directors own an aggregate of 7,187,500 shares of the Company’s Class F common stock, par value $0.0001 per share
(the “Founder Shares”) as of the date hereof;


 


WHEREAS, the Founder
Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), at any time at the option of the holder thereof or automatically at the time of the initial Business Combination
(as defined below), in each case on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s
amended and restated certificate of incorporation, as may be amended from time to time;


 


WHEREAS, the Sponsor,
Cowen Investments and Craig-Hallum purchased an aggregate of 775,000 units (the “Private Placement Units”),
with each such unit consisting of one share of the Company’s Common Stock and one-third of one redeemable warrant (each whole warrant,
 “Private Placement Warrant”), in a private placement transaction occurring simultaneously with the closing
of the Company’s initial public offering, each Private Placement Warrant entitling the holder to purchase one share of Common Stock
at an exercise price of $11.50 per share;


 


WHEREAS, in order
to fund working capital deficiencies or to finance the Company’s transaction costs in connection with an initial Business Combination,
the Sponsor has loaned or agreed to loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may
be convertible into units (“Working Capital Units”) at a price of $10.00 per unit;


 


WHEREAS, pursuant
to Section 5.8 of the Existing Registration Rights Agreement, the provisions, covenants and conditions set forth therein may be
amended or modified upon the written consent of the Company and the Existing Holders of a majority in interest of the “Registrable
Securities” (as such term was defined in the Existing Registration Rights Agreement) at the time in question;


 


WHEREAS, pursuant
to that certain Agreement and Plan of Merger, dated as of June 24, 2021 (the “Merger Agreement”), by and among
the Company, Bolt Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub
I”), Bolt Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger
Sub II”), BuzzFeed, Inc, a Delaware corporation (“BuzzFeed”), Merger Sub I will merge with
and into BuzzFeed on or about the date hereof, with BuzzFeed surviving the merger as a wholly owned subsidiary of the Company (the “Surviving
Entity”) (the “Merger”), and immediately following the Closing, Merger Sub II will merge with
and into the Surviving Entity, with Merger Sub II surviving such merger ;


 






     


     


    

 







WHEREAS, after the
closing of the Merger, the Holders will own shares of Common Stock and warrants to purchase Common Stock at an exercise price of $11.50
per share, subject to adjustment; and


 


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


 


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


 


ARTICLE I

DEFINITIONS


 


1.1 Definitions. Capitalized
terms used but not otherwise defined in this Section 1.1 or elsewhere in this Agreement shall have the meanings ascribed
to such terms in the Merger Agreement. The terms defined in this Article I shall, for all purposes of this Agreement, have
the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or the Chief Financial Officer, after consultation with counsel to the Company, (i) would be required to be made in any
Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any Misstatement,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company
has a bona fide business purpose for not making such information public.


 


“Affiliate”
means, with respect to any specified Person, (a) such Person’s principal or any other Person who or which, directly or indirectly,
controls, is controlled by, or is under common control with such Person or such Person’s principal including without limitation
any general partner, managing partner, managing member, officer or director of such Person or such Person’s principal, (b) any
venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the
same management company with, such Person or such Person’s principal, or (c) an Affiliated Fund. For purposes of this definition,
the terms “controlling,” “controlled by,” or “under common control with”
shall mean the possession, directly or indirectly, of (i) the power to direct or cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, by contract, or otherwise, or (ii) the power to elect or appoint
at least 50% of the directors, managers, general partners, or persons exercising similar authority with respect to such Person.


 


“Affiliated Fund”
means a fund, account or entity (including, without limitation, any mutual fund, pension fund, pooled investment vehicle) managed by
the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common
control with such manager or managing member or general partner or management company, or advised by the same investment advisor registered
under the Investment Advisers Act of 1940, as amended.


 


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


 


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


 


“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 


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


 


“Commission” shall mean
the U.S. Securities and Exchange Commission.


 


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


 


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


 



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“Cowen Investments”
shall have the meaning given in the Preamble.


 


“Craig-Hallum” shall
have the meaning given in the Preamble.


 


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


 


“Demanding Holders”
shall have the meaning given in subsection 2.1.1.


 


“Effectiveness Deadline”
shall have the meaning given in subsection 2.3.1.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.


 


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


 


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


 


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


 


“Form S-1 Shelf”
shall have the meaning given in subsection 2.3.1.


 


“Form S-3 Shelf”
shall have the meaning given in subsection 2.3.1.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion
thereof.


 


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


 


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


 


“Insider Letter”
shall mean that certain letter agreement, dated as of January 11, 2021, by and among the Company, the Founders, the Outside Directors
and each of the Company’s officers and other directors.


 


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


 


“Lock-Up Period”
shall mean, (i) with respect to the Founder Shares, the period ending on the earliest of (a) the one-year anniversary of the
Closing Date, (b) the date that the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Closing Date, and (c) the date on which the Company completes a liquidation, merger,
capital stock exchange or other similar transaction after the Closing Date that results in all of the Company’s stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property and (ii) with respect to any Registrable
Securities held by the Holders that are not Founder Shares, the period ending on the date that is 180 days following the Closing Date.


 


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


 


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


 


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


 


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


 


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


 



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“New Holders”
shall mean the Holders excluding any (a) Existing Holders and (b) Permitted Transferees of the Existing Holders.


 


“Note Subscription
Agreements” means those certain subscription agreements, each dated June 24, 2021, entered into by and among the Company
and the Persons identified therein as “Subscribers.”


 


“Outside Directors”
shall have the meaning given in the Preamble.


 


“Permitted Transferees”
shall mean an Affiliate of a Holder or a Person to whom a Holder of Registrable Securities is permitted to transfer such Registrable
Securities prior to the expiration of the Lock-Up Period under the Insider Letter and any other applicable agreement between such Holder
and the Company, and to any transferee thereafter.


 


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


 


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


 


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


 


“Private Placement Units”
shall have the meaning given in the Recitals hereto.


 


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


 


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


 


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


 


“Registrable
Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares,
(b) the Private Placement Units (including the Private Placement Warrants and Common Stock included therein and any shares of the
Common Stock issued or issuable upon the exercise of any Private Placement Warrant), (c) any outstanding shares of Common Stock
or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security)
of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the shares of Common Stock
issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans
in an amount up to $1,500,000 made to the Company by a Holder (including the Working Capital Units, which include any shares of Common
Stock included in such Working Capital Units, any warrants included in such Working Capital Units and any shares of Common Stock issued
or issuable upon the exercise of the warrants included in such Working Capital Units), (e) any other equity security of the Company
issued or issuable with respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or reorganization and (f) any shares of Common Stock released pursuant
to the terms of that certain Escrow Agreement by and among PNC Bank N.A., NBCUniversal Media, LLC, Jonah Peretti, and Jonah Peretti,
LLC dated as of June 24, 2021; 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 or book entry 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.


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F) reasonable fees
and expenses of one (1) legal counsel (the “Selling Holder Counsel”) selected by the majority-in-interest
of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration or the Holder
initiating an Underwritten Shelf Takedown.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting 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.


 


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


 


“Shelf” shall have the
meaning given in Section 2.3.


 


“Shelf Takedown Notice”
shall have the meaning given in subsection 2.3.3.


 


“Shelf Threshold” shall
have the meaning given in subsection 2.3.3.


 


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


 


“Working Capital Units”
shall have the meaning given in the Recitals hereto.


 


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


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Underwritten Shelf Takedown”
shall have the meaning given in subsection 2.3.3.


 






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ARTICLE II

REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, and provided
the Company does not have an effective Registration Statement pursuant to Section 2.3 outstanding covering the Registrable
Securities, (a) the Existing Holders of at least a majority in interest of the then-outstanding number of Registrable Securities
held by the Existing Holders, (b) the New Holders of at least a majority in interest of the then-outstanding number of Registrable
Securities held by the New Holders or (c) any Holder meeting the Shelf Threshold (as defined below) (the “Demanding
Holders”), in each case may make a written demand for Registration of all or part of their Registrable Securities, which
written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of
distribution thereof (such written demand a “Demand Registration”). The Company shall, within twenty (20) days
of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five
(5) business days 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) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to a Demand Registration and the Company shall file, as soon thereafter as practicable,
but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, a Form S-3 Shelf
or, if Form S-3 is not then available to the Company, a Form S-1 Shelf covering all Registrable Securities requested by the
Demanding Holders and Requesting Holders pursuant to such Demand Registration and shall use reasonable best efforts to cause such Registration
Statement to become effective as promptly as practicable after filing. Under no circumstances shall the Company be obligated to effect
more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect
to any or all of the Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand
Registration initiated by Cowen Investments and Craig-Hallum, which shall be governed by Section 3.6; (ii) that in no
event shall the Existing Holders be entitled to fewer than one (1) Demand Registration (such registration an “Existing
Holder Demand Registration”); (iii) a Registration shall not be counted for such purposes unless a Form S-1 Shelf
or any similar long-form registration statement that may be available at such time has become effective and all of the Registrable Securities
requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Shelf Registration have
been sold, in accordance with Section 3.1 of this Agreement; and (iv) an Underwritten Shelf Takedown shall not count
as a Demand Registration.


 


2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest
of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that
the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been
previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 






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2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if the Demanding
Holders meeting the Shelf Threshold so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting
Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation
in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent
provided herein. 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, subject only to the reasonable approval of the Demanding Holders initiating the Demand Registration.


 


2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration, including pursuant
to an Underwritten Shelf Takedown, 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 the Common Stock, if any,
as to which a Registration 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: (A) if the Underwritten Offering
is pursuant to an Existing Holder Demand Registration, then (i) first, the Registrable Securities that the Existing Holders have
requested be included in such Underwritten Registration 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, the Registrable Securities of the
Requesting Holders exercising their rights to register their Registrable Securities pursuant to Section 2.1 hereof (pro rata
based on the respective number of Registrable Securities that each Requesting Holder has requested be included in such Underwritten Registration
and the aggregate number of Registrable Securities that the Requesting Holders together 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; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other Persons that the Company is obligated
to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding
the Maximum Number of Securities; and (B) in all other instances (i) first, Pro Rata among the Demanding Holders and Requesting
Holders exercising their rights to register their Registrable Securities pursuant to Section 2.1 hereof based on the number
of Registrable Securities 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, the Common Stock or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities
of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with
such persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5
Demand Registration Withdrawal. Cowen Investments and Craig-Hallum (in the case of a Registration under subsection 2.1.1
demanded by Cowen Investments and Craig-Hallum), a majority-in-interest of the Demanding Holders initiating a Demand Registration or
a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right
to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the
Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to
such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least
five (5) business days prior to the time of pricing of the applicable offering). Notwithstanding anything to the contrary in this
Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including
a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses
incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5;
provided that if the Company pays such expenses related to a Demand Registration initiated by Cowen Investments and Craig-Hallum,
such registration shall count as a Demand Registration for purposes of Section 3.6.


 



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2.2 Piggyback Registration.


 


2.2.1
Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering
of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for
its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including,
without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with
any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of securities solely
to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company
or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders
of Registrable Securities as soon as practicable but not less than four (4) days before the anticipated filing date of such Registration
Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all
of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders
may request in writing within five (5) business days after receipt of such written notice (such Registration a “Piggyback
Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Piggyback Registration, the “Piggyback Registration Rights Holders”). The Company shall, in good faith, cause
such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Piggyback Registration
Rights Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as
any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Piggyback Registration Rights Holders proposing to distribute
their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in
this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3. The
Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection 2.2.1 before
the effective date of such Registration, whether or not any Piggyback Registration Rights Holder has elected to include Registrable Securities
in such Registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance
with Section 3.6.


 


2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be
a Piggyback Registration, in good faith, advises the Company and the Piggyback Registration Rights Holders participating in the Piggyback
Registration in writing that the dollar amount or number of Common Stock that the Company desires to sell, taken together with (i) the
Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with Persons other
than the Piggyback Registration Rights Holders hereunder, (ii) the Registrable Securities as to which registration has been requested
pursuant to Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities,
then:


 


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


 



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(b) If
the Registration is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Company shall include
in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting Persons, other than
the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback
Registration Rights Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro
Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities
for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with
such Persons, which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3
Piggyback Registration Withdrawal. Any Piggyback Registration Rights Holder shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415
under the Securities Act, at least five (5) business days prior to the time of pricing of the applicable offering). The Company
(whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual
obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time
prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall
be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this
subsection 2.2.3.


 


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


 


2.2.5
Joinder of Piggyback Registration Rights Holders. If so indicated on its signature page hereto, a Holder may be designated
solely as a Piggyback Registration Rights Holder hereunder, in which case such Piggyback Registration Rights Holder agrees that it shall
be fully bound by, and subject to, all of the applicable terms, conditions, representations and warranties and other provisions of this
Registration Rights Agreement as a “Piggyback Registration Rights Holder” under this Section 2.2, with all attendant
rights, benefits, duties, restrictions and obligations thereunder, and shall be fully bound by, and subject to, all of the applicable
terms, conditions, representations and warranties and other provisions of this Registration Rights Agreement as a “Holder”
for purposes of Article III, Article IV and Article V hereto, with all attendant rights, benefits,
duties, restrictions and obligations thereunder. For the avoidance of doubt, any Piggyback Registration Rights Holder designated solely
as such shall not be a “Holder” for any other purpose hereunder.


 


2.3 Shelf Registrations.


 


2.3.1
Initial Registration. The Company shall, as promptly as reasonably practicable, but in no event later than sixty (60) calendar
days after the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file a Registration
Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders (and certain other
outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor
or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions
specified in this subsection 2.3.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared
effective as promptly as reasonably practicable after the initial filing thereof, but in no event later than one hundred and twenty (120)
business days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness
Deadline shall be extended to one hundred and eighty (180) days after the filing deadline if the Registration Statement is reviewed by,
and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.3.1
shall be a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) or, if Form S-3
is not then available to the Company, on Form S-1 (a “Form S-1 Shelf”) or such other form of registration
statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities,
and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at
any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection
2.3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested prior to
effectiveness by, the Holders, including the registration of the distribution to its shareholders, partners, members or other affiliates.
The Company agrees to provide in a Registration Statement (and in any prospectus or prospectus supplement forming a part of such Registration
Statement) that all assignees, successors or transferees under this Agreement shall, by virtue of such assignment, be deemed to be selling
stockholders under the Registration Statement (or any such prospectus or prospectus supplement) with respect to such Registrable Securities.
The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.3.1 to
remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available
or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the
Holders until all such Registrable Securities have ceased to be Registrable Securities. When effective, a Registration Statement filed
pursuant to this subsection 2.3.1 (including the documents incorporated therein by reference) will comply as to form in all material
respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the
case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).


 



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2.3.2
Form S-3 Shelf. If the Company files a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3
for secondary sales, the Company shall use its reasonable best efforts to file a Form S-1 Shelf as promptly as reasonably practicable
to replace the shelf registration statement that is a Form S-3 Shelf and have the Form S-1 Shelf declared effective as promptly
as reasonably practicable and to cause such Form S-1 Shelf to remain effective, and to be supplemented and amended to the extent
necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available,
for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable
Securities.


 


2.3.3
Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement required by
subsection 2.3.1 or 2.3.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten
offering that is registered pursuant to such shelf registration statement (a “Underwritten Shelf Takedown”),
provided, that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $35,000,000 from such Underwritten
Shelf Takedown or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Underwritten Shelf
Takedown but in no event less than $10,000,000 in aggregate gross proceeds (the “Shelf Threshold”). All requests
for an Underwritten Shelf Takedown shall be made by giving written notice to the Company (the “Shelf Takedown Notice”).
Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf
Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Within five
(5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten
Shelf Takedown to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject
to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Underwritten Shelf Takedown
all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days
after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in
Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holders
and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or
facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Takedown contemplated by this subsection
2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company
shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling
stockholders as are customary in underwritten offerings of securities.


 



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2.4
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause
the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company
and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
signed by the Chairman of the Board or Executive Chairman stating that in the good faith judgment of the Board it would be seriously
detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer
the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing 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 twice in any 12-month
period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration
Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the applicable
Lock-Up Period.


 


2.5
Required Holder Information. At least ten (10) business days prior to the first anticipated filing date of a Registration
Statement pursuant to this Article II, the Company shall use reasonable best efforts to notify each Holder in writing (which
may be by email) of the information reasonably necessary about the Holder to include such Holder’s Registrable Securities in such
Registration Statement. Notwithstanding anything else in this Agreement, the Company shall not be obligated to include such Holder’s
Registrable Securities to the extent the Company has not received such information, and received any other reasonably requested agreements
or certificates, on or prior to the fifth business day prior to the first anticipated filing date of a Registration Statement pursuant
to this Article II.


 


ARTICLE III

COMPANY PROCEDURES


 


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


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and
use its reasonable best efforts to cause such Registration Statement to become effective and remain effective for a period of up to ninety
(90) days or, if earlier, until all Registrable Securities covered by such Registration Statement have been sold; provided, however,
that (i) such ninety (90) day period shall be extended for a period of time equal to the period the Holder refrains, at the request
of an Underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and
(ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous
or delayed basis, subject to compliance with applicable Commission rules, such ninety (90) day period shall be extended for up to sixty
(60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;


 


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


 



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


 


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


 


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


 


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


 


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


 


3.1.8
at least two (2) business days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to
such Registration Statement or Prospectus (other than by way of a document incorporated by reference) furnish a copy thereof to each
seller of such Registrable Securities or its counsel, including, without limitation, providing copies promptly upon receipt of any comment
letters received with respect to any such Registration Statement or Prospectus;


 


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


 


3.1.10
permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters,
if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided,
however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information;


 


3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 



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


 


3.1.13
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 


3.1.15
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $35,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 


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


 


3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company; provided, however,
that (a) the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1
if the registration request is subsequently withdrawn at the request of the Demanding Holders (in which case the Demanding Holders
shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration),
and (b) if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business,
or prospects of the Company not known (and not reasonably available upon request from the Company or otherwise) to the Holders at the
time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders
shall not be required to pay any of such expenses. It is acknowledged by the Holders that the Holders shall bear all Selling Expenses,
other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of Selling Holder
Counsel.


 


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


 


3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has
received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised
in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days in any 12-month period,
determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding
sentences, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus
relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify
the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 



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


 


3.6
Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cowen Investments and Craig-Hallum
may not exercise their rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively,
from the effective date of the Company’s registration statement on Form S-1, and (ii) Cowen Investments and Craig-Hallum
may not exercise their rights under Section 2.1 more than one (1) time.


 


ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, the Company agrees to indemnify,
to the extent permitted by law, each such Holder of Registrable Securities, its officers and directors and each Person who controls such
Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’
fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances in 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 such Holder expressly for use
therein. The Company shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
Notwithstanding the foregoing, the indemnity agreement contained in this Subsection 4.1.1 shall not apply to amounts paid in settlement
of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably
withheld, conditioned, or delayed.


 


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


 



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4.1.3
Any Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided, that the failure to give prompt notice shall not impair any Person’s right
to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party’s ability to defend
such action) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified
and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to
any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld).
An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of
any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid
by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


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


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the
liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder
in such offering giving rise to such liability except in the case of fraud or willful misconduct by such Holder. The amount paid or payable
by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set
forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred
by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this subsection 4.1.5 were determined by Pro Rata allocation or by any other method of allocation, which
does not take account of the equitable considerations referred to in this subsection 4.1.5. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection
4.1.5 from any Person who was not guilty of such fraudulent misrepresentation.


 






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ARTICLE V

MISCELLANEOUS


 


5.1 Notices. Any notice
or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party
to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier
service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail 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 or facsimile, at such time as it is delivered to the addressee (with the delivery
receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed, if to the Company, to: BuzzFeed, Inc, 111 E 18th St. 13th Floor, New York, NY 10003, Attention:
Chief Executive Officer; and a copy (which shall not constitute notice) shall also be sent to Fenwick & West LLP, Silicon Valley
Center, 801 California Street, Mountain View, California 94041 Attn: Dawn Belt, email: dbelt@fenwick.com, if to the Sponsor, to: 14 Elm
Place, Suite 206, Rye, New York 10580, Attention: Adam Rothstein, with copy to: BraunHagey & Borden LLP, 351 California
Street, 10th Floor, San Francisco, CA 94104, Attention: Daniel J. Harris, Esq. and Jason R. Sanderson, Esq., email: harris@braunhagey.com
and sanderson@braunhagey.com, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective ten (10) days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment; No Third Party Beneficiaries;
Additional Holders.


 


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 Prior to the expiration
of the applicable Lock-Up Period no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement,
in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only
if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and other applicable agreements.


 


5.2.3
Following the expiration of the applicable Lock-Up Period a Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, to any transferee of Registrable Securities that (a) is a Permitted Transferee or (b) after
such transfer, holds at least 10% of the outstanding shares of the Company.


 


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


 


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


 


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


 


5.2.7
Any holder of Working Capital Units that is not a Holder hereunder shall become party to this Agreement as a “Holder” by
written agreement of the holder, 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).


 


5.3
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 



    16


     


    




 


5.4 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.


 


5.5 Entire Agreement.
This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto
and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. This Agreement
will amend and restate the Existing Registration Rights Agreement to read as set forth herein, when it has been duly executed by parties
having the right to so amend and restate the Existing Registration Rights Agreement.


 


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


 


5.7 Waiver of Trial by
Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or
other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Sponsor in the negotiation, administration, performance or enforcement hereof.


 


5.8 Amendments and Modifications.
Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time
in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such
provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment
hereto or waiver hereof that adversely affects one Holder, 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; provided, further, that no consent of any Piggyback Registration Rights Holder shall be required with respect to any such
waiver, amendment or modification, except with respect to any waiver, amendment or modification that adversely affects such Piggyback
Registration Rights Holder, solely in its capacity as a holder of Registrable Securities, in a manner that is materially different from
the other Holders (in such capacity). 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. Notwithstanding
the foregoing, additional Holders may become party to this Agreement in accordance with Section 5.2 without the consent of
the other parties hereto. Hereto. Any amendment, termination, or waiver effected in accordance with this Section 5.8 shall
be binding on each party hereto and all of such party’s successors and permitted assigns, regardless of whether or not any such
party, successor or assignee entered into or approved such amendment, termination, or waiver.


 


5.9 Titles and Headings.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision
of this Agreement.


 


5.10 Waivers and Extensions.
Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided, that such
waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this
Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver
may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 



    17


     


    




 


5.11 Remedies Cumulative.
In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any
term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted
in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required
to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right,
power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or
hereafter available at law, in equity, by statute or otherwise.


 


5.12 Other Registration
Rights. The Company represents and warrants that, no Person, other than (i) a Holder of Registrable Securities and (ii) a
holder of securities of the Company that are registrable pursuant to the Note Subscription Agreements, 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,
except with respect to the Note Subscription Agreements, (1) this Agreement supersedes the Existing Registration Rights Agreement
and any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any
such agreement or agreements and this Agreement, the terms of this Agreement shall prevail and (2) the registration rights provisions
in the Eighth Amended and Restated Investors’ Rights Agreement, dated June 24, 2021, between BuzzFeed and certain of its stockholders
have been terminated. Notwithstanding the foregoing, the Company and the Holders hereby acknowledge that the Company has granted resale
registration rights to certain holders of Company securities in the Note Subscription Agreements, and that nothing herein shall restrict
the ability of the Company to fulfill its resale registration obligations under the Note Subscription Agreements.


 


5.13 Term. This Agreement
shall terminate upon the earlier of (i) the sixth anniversary of the date of this Agreement, (ii) the date as of which no Registrable
Securities remain outstanding, and (iii) as to any Holder, such earlier time after the Initial Offering at which such Holder can
sell all shares held by it in any three (3)-month period without registration in compliance with Rule 144 under the Securities Act.
This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The
provisions of Section 3.5 and Article IV shall survive any termination.


 


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


 


[SIGNATURE PAGES FOLLOW]


 



    18


     


    




 


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


 


	 	COMPANY:
	 	 
	 	BUZZFEED, Inc.
	 	 
	 	By:	/s/ Jonah Peretti
	 	Name:	 Jonah Peretti
	 	Title:	 Chief Executive Officer
	 	 
	 	HOLDERS:
	 	 
	 	200 Park Avenue Partners, LLC
	 	 
	 	By:	/s/ Adam Rothstein
	 	Name:	 Adam Rothstein
	 	Title:	 Manager
	 	 
	 	PA 2 CO-Investment llc
	 	 
	 	By:	/s/ Owen Littman
	 	Name:	Owen Littman
	 	Title:	Authorized Person
	 	 
	 	Craig-Hallum Capital Group LLC
	 	 
	 	By:	/s/ Steve Dyer
	 	Name:	Steve Dyer
	 	Title:	Chief Executive Officer
	 	 
	 	 	/s/ John Lipman
	 	 	John Lipman
	 	 
	 	 	/s/ Linda Yaccarino
	 	 	Linda Yaccarino
	 	 
	 	 	/s/ Scott Flanders
	 	 	Scott Flanders
	 	 
	 	 	/s/ David Bank
	 	 	David Bank
	 	 
	 	 	/s/ Kelli Turner
	 	 	Kelli Turner
	 	 
	 	 	/s/ Jon Jashni
	 	 	Jon Jashni, Trustee of The Jashni Family Trust dated 11/19/09


 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 



    


     


    




 


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


 


	 	HOLDER:
	 	 
	 	COWEN INVESTMENTS II LLC



 


	 	By:	/s/ Owen Littman
	 	Name:	Owen Littman
	 	Title:	Authorized Person


 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 



    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	GENERAL ATLANTIC BF, L.P.



 


	 	By:	General Atlantic (SPV) GP, LLC
	 	Its:	General Partner



 


	 	By:	/s/ Michael Gosk
	 	Name:	Michael Gosk
	 	Title:	Managing Director


 


[Signature Page to Amended
and Restated Registration Rights Agreement]



 






    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	HDS II, INC.



 


	 	By:	/s/ Michael Bachmann
	 	Name:	Michael Bachmann
	 	Title:	Vice President and Teasurer


 


[Signature Page to Amended
and Restated Registration Rights Agreement


 







    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	HEARST COMMUNICATIONS, INC.



 


	 	By:	/s/ Mark Smadbeck
	 	Name:	Mark Smadbeck
	 	Title:	Vice President, Mergers & Acquisitions


 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	JOHN JOHNSON III



 


	 	By:	/s/ John Johnson III


 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	JONAH PERETTI



 


	 	By:	/s/ Jonah Peretti
	 	Name:	Jonah Peretti
	 	Title:	Authorized Person


 


[Signature Page to Amended
and Restated Registration Rights Agreement]



 






    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	NBC UNIVERSAL MEDIA, LLC



 


	 	By:	/s/ Anand Kini
	 	Name:	Anand Kini
	 	Title:	Chief Finanical Officer


 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 







    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	NEW ENTERPRISE ASSOCIATES 13,
	 	LIMITED PARTNERSHIP



 


	 	By:	NEA Partners 13, Limited Partnership
	 	Its:	General Partner


 


	 	By:	NEA 13 GP, LTD
	 	Its:	General Partner


 


	 	By:	/s/ Louis S. Citron
	 	Name:	Louis S. Citron
	 	Title:	Chief Legal Officer


 



[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	RRE VENTURES IV, LP



 


	 	By:	/s/ Will Porteous
	 	Name:	Will Porteous
	 	Title:	General Partner and COO


 



[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	VERIZON CMP HOLDINGS LLC



 


	 	By:	/s/ Christopher Bartlett
	 	Name:	Christopher Bartlett
	 	Title:	Chairman and Chief Investment Officer


 



[Signature Page to Amended
and Restated Registration Rights Agreement]



 






    


     


    

 


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


 


	 	HOLDER:
	 	 
	 	VERIZON VENTURES LLC



 


	 	By:	/s/ Christopher Bartlett
	 	Name:	Christopher Bartlett
	 	Title:	Chairman and Chief Investment Officer


 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


EXHIBIT A


 


HOLDERS


 


200 Park Avenue Partners, LLC


PA 2 Co-Investment LLC


Craig-Hallum Capital Group LLC


Linda Yaccarino


Scott Flanders


David Bank


Kelli Turner


Jon Jashni, Trustee of The Jashni Family Trust dated 11/19/09


Cowen Investments II LLC


General Atlantic (SPV) GP, LLC


HDS II, Inc.


Hearst Communications, Inc.


John Johnson III


Jonah Peretti, LLC


NBCUniversal Media, LLC


New Enterprise Associates 13, Limited Partnership


RRE Ventures IV, LP


RRE Leaders Fund LP


Verizon CMP Holdings LLC


Verizon Ventures LLC