Exhibit 10.3


 


FORM OF AMENDED
AND RESTATED


REGISTRATION
RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of [●], is made and entered into by and among Plastiq Inc., a Delaware corporation (the “Company”)
(formerly known as Colonnade Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as
a Delaware corporation) (the “Acquirer”), Colonnade Sponsor II LLC, a Cayman Islands limited liability company
(the “Sponsor”), the members of the Sponsor
identified on the signature pages hereto (such members, the “Sponsor Members”), certain former stockholders
of Plastiq Inc., a Delaware corporation (“Plastiq”)
identified on the signature pages hereto (such stockholders, the “Plastiq
Holders” and, collectively with the Sponsor, the Sponsor Members, the Plastiq Holders, and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders”
and each, a “Holder”).


 


RECITALS


 


WHEREAS,
the Company, the Sponsor and certain Sponsor Members are party to that certain Registration Rights Agreement, dated as of March 9, 2021
(the “Original RRA”);


 


WHEREAS,
the Company has entered into that certain Agreement and Plan of Merger, dated as of August 3, 2022, (as it may be amended or supplemented
from time to time, the “Merger Agreement”),
by and among the Company, Pasadena Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Plastiq;


 


WHEREAS,
on the date hereof, pursuant to the Merger Agreement, the Plastiq Holders received shares of common stock, par value $0.0001 per share
(the “Common Stock”), of the Company; WHEREAS,
pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon
the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable
Securities (as defined in the Original RRA) at the time in question, and the Sponsor is the Holder of at least a majority-in-interest
of the Registrable Securities as of the date hereof; and


 


WHEREAS,
the Company and the Sponsor desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which
the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this
Agreement.


 


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


 






     


     


    

 


ARTICLE
I


 


DEFINITIONS


 


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


 


“Additional
Holder” shall have the meaning given in Section 5.10.


 


“Additional
Holder Common Stock” shall have the meaning given in Section 5.10.


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company,
(i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement
or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared
effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.


 


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


 


“Block
Trade” shall have the meaning given in Section 2.4.1.


 


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


 


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


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


“Competing
Registration Rights” shall have the meaning given in Section 5.7.


 


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


 


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


 


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


 




    2


     


    

 


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


 


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


 


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


 


“Joinder”
shall have the meaning given in Section 5.10.


 


“Lock-up
Period” shall mean (a) with respect to the Sponsor and its respective Permitted Transferees, the Lock-up Period as defined
the Sponsor Support Agreement, and (b) with respect to the Plastiq Holders and their respective Permitted Transferees, the Lock-up Period
as defined in the Bylaws of the Company.


 


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


 


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


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 


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


 


“Original
RRA” shall have the meaning given in the Recitals hereto.


 


“Other
Coordinated Offering” shall have the meaning given in Section 2.4.1.


 


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


 


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


 


“Permitted
Transferees” shall mean (a) with respect to the Sponsor and its respective Permitted Transferees, (i) prior to the
expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior
to the expiration of the Lock-up Period pursuant to Section 1.2 of the Sponsor Support Agreement and (ii) after the expiration
of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and
in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any
transferee thereafter; (b) with respect to the Plastiq Holders and their respective Permitted Transferees, (i) prior to the expiration
of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to the expiration
of the Lock-up Period pursuant to Section 7.12 of the Bylaws of the Company and (ii) after the expiration of the Lock-up
Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance with
any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter;
and (c) with respect to all other Holders and their respective Permitted Transferees, any person or entity to whom such Holder of Registrable
Securities is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such
Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.


 






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


 


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


 


“Registrable
Security” shall mean (a) any outstanding shares of Common Stock or any other equity security (including warrants
to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) of the
Company held by a Holder immediately following the Closing (including any securities distributable pursuant to the Merger Agreement);
(b) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares
of Common Stock issued or issuable upon the exercise of any other equity security) of the Company acquired by a Holder following the
date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held
by an “affiliate” (as defined in Rule 144) of the Company; (c) any Additional Holder Common Stock; and (d) any other
equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a),
(b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off,
reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities
shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of
such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed
of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) (i) such securities shall have been
otherwise transferred, (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting
further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require
registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be
sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other
restrictions or limitations including as to manner or timing of sale imposed on Holder pursuant to Rule 144(b)(2)); and (E)  such
securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)
in an Underwritten Offering or Other Coordinated Offering, reasonable fees and expenses not to exceed $30,000 in the aggregate for each
Registration of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders with the approval of the Company,
which approval shall not be unreasonably withheld.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Sponsor
Majority Holders” shall mean the Sponsor Member or Sponsor Members holding in the aggregate a majority of the Registrable
Securities then held by all of the Sponsor Members.


 


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


 


“Sponsor
Support Agreement” means that certain Sponsor Support Agreement, dated as of August 3, 2022, by and among the Sponsor,
the Acquirer, and the Company.


 


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


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


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


 


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


 


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


 


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


 






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ARTICLE
II


 


REGISTRATIONS
AND OFFERINGS


 


2.1
Shelf Registration.


 


2.1.1
Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a
Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement
for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form
S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such
submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared
effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar
day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement
and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier)
by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf
shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally
available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and
shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary
to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included
therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.
In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S- 1 Shelf
(and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form
S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.2
Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable
Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as
promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially
reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal
of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business
days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause
such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after
the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement
(as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405
promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent
Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable
Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable
Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such
form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under
this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.3
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that
are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor Majority Holders or
a Plastiq Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered
by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a
Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf
or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall
only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor Majority Holders
and the Plastiq Holders.


 


2.1.4
Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective
Shelf is on file with the Commission, the Sponsor Majority Holders or a Plastiq Holder (any of the Sponsor Majority Holders or a Plastiq
Holder being in such case, a “Demanding Holder”)
may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf
(each, an “Underwritten Shelf Takedown”); provided
that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities
proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with an anticipated aggregate
offering price, net of underwriting discounts and commissions, of at least $100 million (the “Minimum
Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the
Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.
Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist
of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which
shall not be unreasonably withheld, conditioned or delayed). The Sponsor Majority Holders may demand not more than one (1) Underwritten
Shelf Takedown and the Plastiq Holders may demand not more than three (3) Underwritten Shelf Takedowns, in each case, pursuant to this
Section 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may
effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available
for such offering.


 






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2.1.5
Reduction of Underwritten Offering. If the underwriter in an Underwritten Shelf Takedown advises the Demanding Holders in writing
that marketing factors require a limitation of the number of shares to be underwritten, then the Demanding Holders shall so advise all
Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities
that may be included in the underwriting (such maximum number of such securities, the “Maximum Number of Securities”)
shall be allocated among all participating Holders thereof, including the Demanding Holders, in proportion (as nearly as practicable)
to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the
number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first
entirely excluded from the underwriting.


 


2.1.6
Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing
such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have
the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the Sponsor Majority Holders or the Plastiq Holders may elect to have the Company continue an Underwritten
Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten
Shelf Takedown by the Sponsor Majority Holders the Plastiq Holders or any of their respective Permitted Transferees, as applicable. If
withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing
Demanding Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder has not previously withdrawn
any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect
to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses
based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf
Takedown); provided that, if the Sponsor Majority Holders or the Plastiq Holders elect to continue an Underwritten Shelf Takedown
pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten
Shelf Takedown demanded by the Sponsor Majority Holders, the Plastiq Holders, as applicable, for purposes of Section 2.1.4.
Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had
elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible
for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6,
other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this
Section 2.1.6.


 


2.2
Piggyback Registration.


 


2.2.1
Piggyback Rights. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration
effected by the Company for holders of capital stock other than the Holders) any of its stock under the Securities Act in connection
with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants
in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered
is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does
not include substantially the same information as would be required to be included in a registration statement covering the sale of the
Registrable Securities), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities
as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case
of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement
used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering,
and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number
of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered
offering, a “Piggyback Registration”). Subject
to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback
Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included
therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion
of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. Notwithstanding anything to the contrary,
the Holders shall have no rights under this Section 2.2.1 if the registration statement the Company proposes to file is solely
for purposes of a delayed or continuous offering pursuant to Rule 415 under the Securities Act and, at the time of the filing of such
registration statement, the Company is in compliance with its obligations under Section 2.1.


 




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2.2.2
Reduction of Piggyback Registration. If the total amount of securities, including Registrable Securities, requested by holders
of Registrable Securities to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters
determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion
will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling security holders
according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions
as shall mutually be agreed to by such selling security holders). For purposes of the preceding parenthetical concerning apportionment,
for any selling security holder which is a holder of Registrable Securities and which is a partnership or corporation, the partners,
retired partners and holders of capital stock of such holder, or the estates and family members of any such partners and retired partners
and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,”
and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount of shares
carrying registration rights owned by all entities and individuals included in such “selling security holder,” as defined
in this sentence.


 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw
from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to
withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or
Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant
to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such
Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result
of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at
any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other
than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this Section 2.2.3.


 


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


 


2.3
Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or
Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder
in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up)
agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in
such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such
shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted
by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute
a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions
as all such Holders).


 


2.4
Block Trades; Other Coordinated Offerings.


 


2.4.1
Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when
an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering
not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution
agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with an anticipated
aggregate offering price of, either (x) at least $50 million or (y) all remaining Registrable Securities held by the Demanding Holder,
then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business
days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable
efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority
of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts
to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate
preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated
Offering.


 






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2.4.2
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade
or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sale agents
or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block
Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 


2.4.3
Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated
Offering initiated by a Demanding Holder pursuant to this Agreement.


 


2.4.4
The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers,
sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one
or more reputable nationally recognized investment banks).


 


2.4.5
A Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4
in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this
Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.


 






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ARTICLE
III


 


COMPANY
PROCEDURES


 


3.1
General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts
to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof
(and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing
of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members,
securityholders or partners), 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 commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities have ceased to be Registrable Securities;


 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended
plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


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


 






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


 


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


 


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


 


3.1.8
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce
the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable
Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference
therein);


 


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


 


3.1.10
in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales
agent pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating
such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney,
consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’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, financial institution, attorney, consultant or accountant in connection
with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality
arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 




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3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration
(subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountants and the Company’s counsel) 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;


 


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


 


3.1.13
in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales
agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement,
in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


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


 


3.1.15
with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in such Underwritten Offering; and


 


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


 


Notwithstanding
the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or broker, sales agent or
placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable
Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.


 




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


 


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


 


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


 


3.4.1
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders
shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as
soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may
be resumed.


 


3.4.2
If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require
the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that
are unavailable to the Company for reasons beyond the Company’s control or (b) in the good faith judgment of the Board such
Registration, be seriously detrimental to the Company and its holders of capital stock and it is therefore essential to defer such filing,
initial effectiveness or continued use at such time, the Company shall have the right, upon giving prompt written notice of such action
to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or
initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by
the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the
Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any
Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company
that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and
its contents.


 


3.4.3
During the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of the filing
of, and ending on a date ninety (90) days after the effective date of, a Company-initiated Registration and provided that the Company
continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf Registration
Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and
the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon
giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4
or 2.4 for not more than ninety (90) consecutive calendar days or more than one hundred twenty (120) total calendar days in each
case during any twelve (12)-month period.


 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, 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
and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed
or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been
furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such
further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares
of 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 then in effect). Upon the request of any Holder, the Company shall
deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 






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ARTICLE
IV


 


INDEMNIFICATION
AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities
and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged
untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information
or affidavit so 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 or entity who controls such Underwriters (within the meaning of the Securities Act) to the
same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


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


 


4.1.3
Any person or entity 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 or entity’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such
claim. No indemnifying party shall, without the consent of the indemnified party, 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 includes a statement or admission of fault and culpability on the part of such indemnified
party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 




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4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling person or entity 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 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault
of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made
by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission),
such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall
be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal
or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to
in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not
guilty of such fraudulent misrepresentation.


 


4.2
Waiver of Medallion Guaranty.


 


4.2.1
The Company agrees to enter into that certain indemnification agreement, substantially in the form attached as Exhibit B to this
Agreement, in favor of Continental Stock Transfer & Trust Company (or any successor transfer agent or warrant agent of the Company)
in connection with the waiver of any requirement to provide a medallion guarantee in connection with any Transfer of any shares of Common
Stock or other equity securities of the Company by the Sponsor or any of its Permitted Transferees.


 






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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: Plastiq Inc., 360 9th Street, San
Francisco, CA 94103, Attention: Sirena Roberts, General Counsel, Email: legal.plastiq.com, and, if to any Holder, at such Holder’s
address, electronic mail address or facsimile number as set forth in the Company’s books and records. Any party may change its
address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall
become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2
Assignment; No Third Party Beneficiaries.


 


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


 


5.2.2
Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees; provided, that, with respect to the Plastiq
Holders and the Sponsor and the Sponsor Members, the rights hereunder that are personal to such Holders may not be assigned or delegated
in whole or in part, except that (x) each of the Plastiq Holders shall be permitted to transfer its rights hereunder as the Plastiq
Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Plastiq Holder (it being understood
that no such transfer shall reduce any rights of such Plastiq Holder or such transferees) and (y) the Sponsor and the Sponsor Members
shall be permitted to transfer their respective rights hereunder as the Sponsor and Sponsor Members to one or more of their respective
affiliates or any direct or indirect partners, members or equity holders of the Sponsor or the Sponsor Members (it being understood that
no such transfer shall reduce any rights of the Sponsor or the Sponsor Members or such transferees).


 


5.2.3
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.


 


5.2.4
This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly
set forth in this Agreement and Section 5.2.


 




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5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the
Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and
provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or
assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3
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.


 


5.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE EXCLUSIVELY IN THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK
COUNTY, AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF NEW YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK.


 


5.5
TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.6
Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total
Registrable Securities, 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 shall also require the written consent of the Sponsor Majority Holders so long as the
Sponsor and the Sponsor Members and their respective affiliates hold, in the aggregate, at least five percent (5%) of the outstanding
shares of Common Stock of the Company; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver
hereof shall also require the written consent of each Plastiq Holder so long as such Plastiq Holder and its affiliates hold, in the aggregate,
at least five percent (5%) of the outstanding shares of Common Stock of the Company; and provided, further, that any amendment
hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or
the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder
or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or
preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.7
Other Registration Rights. Other than as provided in (i) the Warrant Agreement, dated as of March 9, 2021, between the Company
and Continental Stock Transfer & Trust Company, and (ii) the Financing Arrangement (as defined in Merger Agreement), the Company
represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company
to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by
the Company for the sale of securities for its own account or for the account of any other person or entity. For so long as (a) the Sponsor
and the Sponsor Members and their respective affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares
of Common Stock of the Company, the Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or
securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior
to those granted to the Holders hereunder (such rights “Competing
Registration Rights”) without the prior written consent of the Sponsor Majority Holders, and (b) a Plastiq Holder
and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, the Company
hereby agrees and covenants that it will not grant Competing Registration Rights without the prior written consent of such Plastiq Holder.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with
similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of
this Agreement shall prevail.


 






    17


     


    

 


5.8
Term. This Agreement shall terminate on the earlier of (a) the fifth anniversary of the date of this Agreement or (b) 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.


 


5.9
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities
held by such Holder in order for the Company to make determinations hereunder.


 


5.10
Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof,
subject to the prior written consent of each of the Sponsor Majority Holders and each Plastiq Holder (in each case, so long as such Holder
and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company), the
Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this
Agreement (each such person or entity, an “Additional Holder”)
by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a
“Joinder”). Such Joinder shall specify the
rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms
of a Joinder by such Additional Holder, the Common Stock of the Company then owned, or underlying any rights then owned, by such Additional
Holder (the “Additional Holder Common Stock”)
shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement
with respect to such Additional Holder Common Stock.


 


5.11
Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for
any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable
in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


5.12
Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon
the Closing, the Original RRA shall no longer be of any force or effect.


 


[SIGNATURE
PAGES FOLLOW]


 




    18


     


    

 


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


 


	 	COMPANY:
	 	 
	 	Plastiq Inc.
	 	a Delaware corporation
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	HOLDERS:
	 	 
	 	Colonnade Sponsor II LLC
	 	a Cayman Islands limited liability company
	 	 
	 	By:	 
	 	 	Name: 	Joseph S. Sambuco
	 	 	Title: 	Manager
	 	 
	 	 
	 	Joseph S. Sambuco
	 	 
	 	 
	 	Remy Trafelet
	 	 
	 	 
	 	Lee J. Solomon
	 	 
	 	 
	 	Manny de Zarraga
	 	 
	 	 
	 	Chris Glinski



 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 



     


     


    

 


	 	 
	 	Emil W. Henry
	 	 
	 	[Entity Plastiq Holders]1
	 	a [●]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	[Individual Plastiq Stockholders]



 





 






	1	NTD:
                                            Entity name to be updated.



 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


Exhibit A


 


REGISTRATION
RIGHTS AGREEMENT JOINDER


 


The
undersigned is executing and delivering this joinder (this “Joinder”)
pursuant to the Amended and Restated Registration Rights Agreement, dated as of [●], 2021 (as the same may hereafter be amended,
the “Registration Rights Agreement”), among
[______], a Delaware corporation (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.


 


By
executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof,
the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder
of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and
the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to
the extent provided therein; provided, however, that the undersigned and its permitted assigns (if any) shall not have
any rights as Holders, and the undersigned’s (and its transferees’) shares of Common Stock shall not be included as Registrable
Securities, for purposes of the Excluded Sections.


 


For
purposes of this Joinder, “Excluded Sections” shall mean [      ].


 


Accordingly,
the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	 
	 	Address:	       
	 	 
	 	 


 


	Agreed and Accepted as of	 
	____________, 20__	 
	 	 
	[________] 	 
	 	 
	By:	             	 
	Name:	 
	Its:	 


 




     


     


    

 


Exhibit B


 


INDEMNIFICATION
AGREEMENT


 


 


 


 


 


 




     


     


    

 


Plastiq Inc.



260 9th Street



San Francisco,
California 94110 


 


[   
], 2022


 


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor


New York, NY 10004


 


Re: Indemnification
in-lieu-of Medallion Signature Guarantee


 


To whom it may
concern:


 


This
letter is in regards to the transfer by Colonnade Sponsor II LLC to [   ], for [   ] shares of Common Stock
of Plastiq Inc. (formerly known as Colonnade Acquisition Corp. II) (the “Company”). Please be advised that the Company
authorizes Continental Stock Transfer & Trust Company to process the subject transfer, which includes securities that have been duly
endorsed by the registered holder but do not bear a customary medallion signature guarantee. The Company agrees to indemnify Continental
Stock Transfer & Trust Company against all losses, damages, costs, charges and expenses that it may in any way sustain, incur, or
become liable for by reason related to the above referenced transaction.


 


I,
[ ● ], a duly authorized officer of the Company, have the authority to execute this indemnification on behalf of the
Company.


 


	 	Very truly yours,
	 	 
	 	PLASTIQ INC. 
	 	 
	 	By: 	            
	 	Name: 	 
	 	Title: