Exhibit 10.3


 


AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), effective as of the 26th day of April, 2022 (the “Effective
Date”), is made and entered into by and among (i) SoundHound AI, Inc. (formerly known as Archimedes Tech SPAC Partners Co.),
a Delaware corporation (the “Company”), (ii) each of the undersigned parties that are Pre-BC Investors (as defined
below), and (iii) each of the former stockholders of SoundHound, Inc. (“SoundHound”) whose names are listed
on Exhibit A hereto (each a “SoundHound Investor” and collectively the “SoundHound Investors”)
(each of the foregoing parties (other than the Company) and any Person (as defined below) who hereafter becomes a party to this Agreement
pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).


 


WHEREAS, each of the Company
and certain stockholders (each, a “Pre-BC Investor”) is a party to a certain Registration Rights Agreement,
dated March 10, 2021 (the “Original Registration Rights Agreement”), pursuant to which the Company granted the
Pre-BC Investors certain registration rights with respect to certain securities of the Company, as set forth therein;


 


WHEREAS, the Company, ATSPC
Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and SoundHound have entered into that certain Merger
Agreement (as it may be amended from time to time, the “Merger Agreement”), dated as of November 15, 2021, pursuant
to which, on the Closing Date (as defined below), the Company, Merger Sub and SoundHound effected a merger of Merger Sub with and into
SoundHound (the “Merger”), upon which Merger Sub ceased to exist, SoundHound became a wholly owned subsidiary
of the Company and the outstanding shares of SoundHound’s capital stock converted into the right to receive consideration described
in the Merger Agreement.


 


WHEREAS, the Investors and
the Company desire to enter into this Agreement in connection with the Closing to amend and restate the Original Registration Rights Agreement
to provide the Investors with certain rights relating to the registration of the securities held by them as of the Effective Date (after
the Closing) on the terms and conditions set forth in this Agreement;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Amended Charter”
means the Second Amended and Restated Certificate of Incorporation of the Company.


 


“Amended SoundHound
Charter” means the Amended and Restated Certificate of Incorporation of SoundHound, Inc., as it may be amended between the
date of the Merger Agreement and the Closing as contemplated by Section 7.6 of the Merger Agreement.


 


“Blackout Period”
is defined in Section 3.1.1.


  




     


     


    

 


“Business Day”
means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law
to close, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or
any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New
York are generally open for use by customers on such day.


 


“Class A Common
Stock” means, (i) prior to the adoption of the Amended Charter at the Closing, the common stock of the Company, par value
$0.0001 per share, and (ii) after the adoption of the Amended Charter at the Closing, the Class A common stock of the Company, par value
$0.0001 per share, in accordance with the Amended Parent Charter.


 


“Class B Common
Stock” means, if the Amended SoundHound Charter is adopted and approved by the Company Special Committee (as defined in
the Merger Agreement) and the High Vote Company Stockholder Approval (as defined in the Merger Agreement), and subject to the terms as
agreed to by the Company Special Committee and the Company Founders (as defined in the Merger Agreement), then, after the adoption of
the Amended Charter at the Closing, the Class B common stock of the Company, par value $0.0001 per share, in accordance with the Amended
Charter, which shall have the same exact rights and obligations of shares of Class A Common Stock, except that each share of Class B Common
Stock shall be entitled to a number of votes per share equal to the number of votes per share as the Class B common stock of SoundHound.


 


“Closing”
means the closing of the Merger.


 


“Closing Date”
means the date the Company consummates the Merger.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


“Common Stock”
means the Class A Common Stock and, if the Class B common stock of SoundHound is approved and adopted and issued by SoundHound prior to
the Closing, the Class B Common Stock. Any reference in this Agreement to the Common Stock prior to the adoption of the Amended Charter
shall mean the Class A Common Stock.


 


“Company”
is defined in the preamble to this Agreement.


 


“Company Underwritten
Offering” is defined in Section 2.2.1(b).


 


“Company Underwritten
Shelf Offering Requesting Holder” is defined in Section 2.2.1(b).


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Effective Date”
is defined in the preamble to this Agreement.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 


“Form S-3”
is defined in Section 2.3.


 




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“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial Shares”
means all of the outstanding shares of Common Stock issued prior to the consummation of the IPO.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“IPO”
means the Company’s initial public offering.


 


“IPO Escrow Agreement”
means the Stock Escrow Agreement dated as of March 10, 2021 by and among the Company, certain of the Investors and Continental Stock Transfer
& Trust Company.


 


“Lock-up Agreement”
is defined in Section 2.1.1.


 


“Maximum Number
of Shares” is defined in Section 2.1.4.


 


“Merger”
is defined in the preamble to this Agreement.


  


“Merger Agreement”
is defined in the preamble to this Agreement.


 


“Merger Sub”
is defined in the preamble to this Agreement.


 


“Original Registration
Rights Agreement” is defined in the preamble to this Agreement.


 


“Person”
means a company, corporation, association, partnership, limited liability company, organization, joint venture, trust or other legal entity,
an individual, a government or political subdivision thereof or a governmental agency.


 


“Piggy-Back Registration”
is defined in Section 2.2.1(a).


 


“PIPE Subscription
Agreements” means the Subscription Agreements, dated as of November 15, 2021 and April 14, 2022, by and among the Company
and the subscribers thereto (as may be amended from time to time).


 


“Pre-BC Investor”
is defined in the preamble to this Agreement.


 


“Private Subunit”
means each subunit of the Company contained in the Private Units, comprised of (a) one share of Class A Common Stock and (b) one-quarter
of one Private Warrant.


 


“Private Unit”
means each unit of the Company issued to the Sponsor and EarlyBirdCapital, Inc. in a private placement at the time of the consummation
of the IPO at a price of $10.00 per Private Unit comprised of (a) one Private Subunit and (b) one-quarter of one Private Warrant.


 


“Private Warrants”
means each warrant issued as part of Private Unit or Private Subunit, entitling the holder of one whole warrant to purchase one share
of Class A Common Stock at an exercise price of $11.50 per whole share.


 




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“Pro Rata”
is defined in Section 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.


 


“Register,”
“Registered” and “Registration” 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.


  


“Registrable Securities”
means (i) the Initial Shares, (ii) the Private Units (and underlying securities), (iii) any securities issued upon the conversion at or
prior to the Closing of working capital loans from Pre-BC Investors to the Company, if any, (iv) the shares of Class A Common Stock issued
pursuant to the Merger Agreement, the Rollover Warrant Shares (as defined in the Merger Agreement), Rollover Option Shares (as defined
in the Merger Agreement), and the shares of Class A Common Stock issuable upon conversion of any shares of Class B Common Stock and (v)
any other equity security of the Company issued or issuable with respect to any such securities by way of a stock dividend, stock split,
or other distribution or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization. As to
any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with
respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred,
new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding,
or (d) the Registrable Securities are freely saleable by the applicable Investor under Rule 144 without volume limitations, requirements
of current public information, manner of sale or any other restrictions under Rule 144.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


 


“Release Date”
means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of the IPO Escrow Agreement.


  


“Representative”
means EarlyBirdCapital, Inc.


 


“Rule 144”
means Rule 144 as promulgated under the Securities Act.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“SoundHound”
is defined in the preamble to this Agreement.


 


“SoundHound Investors”
is defined in the preamble to this Agreement.


 


“Sponsor”
means Archimedes Tech SPAC Sponsors LLC.


 




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“Underwriter”
means, solely for the purposes of this Agreement, 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” means a Registration in which securities of the Company are sold to the Underwriter in a firm commitment underwriting
for distribution to the public.


  


2.
REGISTRATION RIGHTS.


 


2.1 Demand Registration.


 


2.1.1 Request for Demand
Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying
securities), (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities
and subject to the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer
may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”)
with respect to all Registrable Securities held by the SoundHound Investors, the holders of a majority-in-interest of such Registrable
Securities held by (x) the Pre-BC Investors, on the one hand, or (y) the SoundHound Investors, on the other hand, as the case may be,
held by such Investors, or the transferees of such Investors, may make a written demand, on no more than two occasions in any twelve month
period for each of the Pre-BC Investors and the SoundHound Investors, for registration under the Securities Act of all or part of their
Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall
specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company
will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or
a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities
in such registration, a “Demanding Holder”) shall so notify the Company within ten (10) days after the receipt
by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable
Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall
not be obligated to effect more than an aggregate of three (3) Demand Registrations (up to one (1) Demand Registration initiated by a
majority-in-interest of the Pre-BC Investors, and up to two (2) Demand Registrations initiated by a majority-in-interest of the SoundHound
Investors) under this Section 2.1.1 in respect of all Registrable Securities.


 


2.1.2 Effective Registration.
A registration will not count as a Demand Registration until (i) the Registration Statement filed with the Commission with respect to
such Demand Registration has been declared effective, (ii) the Company has complied with all of its obligations under this Agreement with
respect thereto and (iii) the Registration Statement has remained effective continuously until the earlier of (x) one (1) year after effectiveness
or (y) the date on which all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding
Holders in such Registration Statement have been sold; provided, however, that if, after such Registration Statement has
been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order
or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration
will 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 thereafter elect to continue the offering; provided, further,
that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is
counted as a Demand Registration or is terminated.


 




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2.1.3 Underwritten Offering
pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company
as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration,
or a portion thereof, shall be in the form of an Underwritten Offering; provided, however, that the aggregate offering price
for any such Underwritten Offering may not be less than $25,000,000, unless the Company is eligible to register such shares of Common
Stock on Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company
other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case
the aggregate offering price for any such Underwritten Offering may not be less than $10,000,000. All such Demanding Holders proposing
to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.3 shall, at the time of any such
Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest
of the Demanding Holders; provided, however, that such Underwriter(s) is reasonably satisfactory to the Company; provided,
further, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be
several, not joint, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received
by any such Investor from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative
liability of each such Investor shall be in proportion to such net amounts.


  


2.1.4 Reduction of Offering
in Connection with Demand Registration. If the managing Underwriter(s) in an Underwritten Offering effected pursuant to a Demand Registration
in good faith advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company
desires to sell and the shares of Common Stock or other securities, if any, as to which a registration has been requested pursuant to
separate written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the
maximum dollar amount or maximum number of shares that can be sold in such 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 shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration:
(i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance
with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held
by each such Person (such proportion is referred to herein as “Pro Rata”)) up to the maximum amount that can
be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated
to register pursuant to then other written contractual arrangements with such Persons and that can be sold without exceeding the Maximum
Number of Shares.


 


2.1.5 Demand Registration
Withdrawal.


 


(a) If a
majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of
their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the
effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the
majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such
registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor
may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any
time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable
and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand
Registration as to which such withdrawal was made.


 






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(b) Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 incurred in
connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section
2.1.5.


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights.


 


(a) If at any time on or after
the Effective Date, 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, by the Company
for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including,
without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option
or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii)
for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) that is
on Form S-4 (as promulgated under the Securities Act) relating to equity securities to be issued solely in connection with any acquisition
of any entity or business or their then equivalents, or (vi) filed relating to the resale of equity securities to be issued under the
PIPE Subscription Agreements; provided, however, that the limitation under clause (vi) shall only apply to the first Registration Statement
filed by the Company as required under the PIPE Subscription Agreements, then the Company shall (x) give written notice of such proposed
filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall 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, of the offering, and (y) offer to the holders
of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such
holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such Piggy-back Registration.


 


(b) If at any time on or
after the Effective Date, the Company proposes to effect an Underwritten Offering for its own account or for the account of
stockholders of the Company (a “Company Underwritten Offering”), the Company shall notify, in writing, all
Investors holding Registrable Securities of such demand, and such Investor who thereafter wishes to include all or a portion of such
Investor’s Registrable Securities in such Underwritten Offering (each such Investor, a “Company Underwritten Shelf
Offering Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by such
Investor of the notice from the Company. Upon receipt by the Company of any such written notification, such Company Underwritten
Shelf Offering Requesting Holder shall be entitled, subject to Sections 2.2.2 and 3.1.1 hereof, to have its Registrable
Securities included in the Company Underwritten Offering. The Company shall use its commercially reasonable efforts to cause the
managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be
included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All
holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an
Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration; provided, however, that any obligation of any such Investor to indemnify
any Person pursuant to any such underwriting agreement shall be several, not joint, among such Investors selling Registrable
Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of its Registrable
Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such
net amounts. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration
set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the tenth (10th)
anniversary of the Effective Date.


 






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2.2.2 Reduction of Underwritten
Offering in Connection with Piggy-Back Registration. If the managing Underwriter or Underwriters for a Piggy-Back Registration that
is to be an Underwritten Offering advises the Company and the holders of Registrable Securities participating in the Underwritten Offering
in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell in such Underwritten Offering,
taken together with the shares of Common Stock, if any, as to which inclusion in such Underwritten Offering has been demanded pursuant
to separate written contractual arrangements with Persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which inclusion in such Underwritten Offering has been requested under Section 2.2.1 above, and the shares of Common
Stock or other securities, if any, as to which inclusion in such Underwritten Offering has been requested pursuant to separate written
contractual Piggy-Back Registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company
shall include in any such registration:


 


(a) If the Underwritten Offering
is undertaken for the Company’s account: (A) first, the shares of Common Stock or other equity securities that the Company desires
to sell in such Underwritten Offering that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any,
comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock
or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back
registration rights with such Persons and that can be sold without exceeding the Maximum Number of Shares;


 


(b) If the registration is
a “demand” registration undertaken at the demand of Persons other than either the holders of Registrable Securities, (A) first,
the shares of Common Stock or other securities for the account of the demanding Persons and the shares of Common Stock or other securities
comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register
pursuant to written contractual arrangements with such Persons, that can be sold without exceeding the Maximum Number of Shares.


 


2.2.3 Piggy-Back
Registration Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of
Registrable Securities in any Piggy-Back Registration by giving written notice to the Company and the Underwriter(s) (if any) of
such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or
as the result of a withdrawal by Persons making a demand pursuant to separate written contractual obligations) may withdraw a
Registration Statement filed with the Commission in connection with a Piggy-back Registration at any time prior to the effectiveness
of such Registration Statement. In the case of any Underwritten Offering in connection with any Piggy-back Registration, any
participating Investor shall have the right to withdraw their respective Registrable Securities from such Underwritten Offering
prior to the pricing of such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall
pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration or Underwritten
Offering prior to its withdrawal as provided in Section 3.3.


 






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2.2.4 Unlimited Piggy-back
Registration Rights. For purposes of clarity, any Registration or Underwritten Offering 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.


 


2.3 Resale Shelf Registration
Rights.


 


2.3.1 Registration
Statement Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with
the Commission, no later than sixty (60) days following the Closing Date (the “Filing Deadline”), a
Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor
thereto registering the resale from time to time by holders of all of the Registrable Securities held by the Holders (the
“Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3 (or,
if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration
of such Registrable Securities for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter
the Company becomes eligible to use Form S-3 for secondary sales, the Company shall, as promptly as practicable, cause such Resale
Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the
Resale Shelf Registration Statement is on Form S-3. The Company shall use commercially reasonable efforts to cause the Resale Shelf
Registration Statement to be declared effective as soon as possible after filing, but in no event later than sixty (60) days
following the Filing Deadline (the “Effectiveness Deadline”); provided, however, that the
Effectiveness Deadline shall be extended to ninety (90) days after the Filing Deadline if the Registration Statement is reviewed by,
and receives comments from, the Commission. Notwithstanding the foregoing, the Company’s obligations to include the
Registrable Securities held by a holder in the Resale Shelf Registration Statement are contingent upon such holder furnishing in
writing to the Company such information regarding the holder, the securities of the Company held by the holder and the intended
method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of
the Registrable Securities, and the holder’s execution and delivery of such documents in connection with such registration as
the Company may reasonably request that are customary of a selling stockholder in similar situations. Once effective, the Company
shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement and Prospectus included therein
continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is
available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times
until the earliest of (i) the date on which all Registrable Securities and other securities covered by such Registration Statement
have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement and (ii)
the date on which all Registrable Securities and other securities covered by such Registration Statement have ceased to be
Registrable Securities. The Registration Statement filed with the Commission pursuant to this subsection 2.3.1 shall contain a
Prospectus in such form as to permit any holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act
(or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for
such Registration Statement (subject to lock-up restrictions under the Lock-up Agreement and the Release Date under the IPO Escrow
Agreement), and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally
available to, and requested by, holders of the Registrable Securities.


 






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2.3.2 Amendments and Supplements.
Subject to the provisions of Section 2.3.1 above, the Company shall promptly prepare and file with the Commission from time to time such
amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary
to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the
disposition of all the Registrable Securities. If any Resale Shelf Registration Statement filed pursuant to Section 2.3.1 is filed on
Form S-3 and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall promptly notify the holders
of such ineligibility and use its commercially reasonable efforts to file a shelf registration on an appropriate form as promptly as practicable
to replace the shelf registration statement on Form S-3 and have such replacement Resale Shelf Registration Statement declared effective
as promptly as practicable and to cause such replacement Resale Shelf Registration Statement to remain effective, and to be supplemented
and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another
Resale Shelf 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; provided, however, that at any time the Company once again becomes eligible
to use Form S-3, the Company shall cause such replacement Resale Shelf Registration Statement to be amended, or shall file a new replacement
Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is once again on Form S-3.


 


2.3.3 SEC Cutback. Notwithstanding
the registration obligations set forth in this Section 2.3, in the event the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments
to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement
and file a new registration statement (a “New Registration Statement”) on Form S-3, or if Form S-3 is not then
available to the Company for such registration statement, on such other form available to register for resale the Registrable Securities
as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its
commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance
with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC
Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number
of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding
that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable
Securities), unless otherwise directed in writing by a holder as to further limit its Registrable Securities to be included on the Registration
Statement, the number of Registrable Securities to be registered on such Registration Statement will be reduced Pro Rata among all such
selling shareholders whose securities are included in such Registration Statement, subject to a determination by the Commission that certain
holders must be reduced first based on the number of Registrable Securities held by such holders. In the event the Company amends the
Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, the Company will use its commercially reasonable
efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of
securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable
Securities that were not registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.


 




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2.3.4 Underwritten Shelf
Takedown. At any time and from time to time after a Resale Shelf Registration Statement has been declared effective by the Commission,
the holders of Registrable Securities may request to sell all or any portion of the Registrable Securities in an underwritten offering
that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”);
provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities
with a total offering price (including securities added to such registration through piggyback registration rights and before deduction
of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns
shall be made by giving written notice to the Company at least ten (10) days prior to the public announcement of such Underwritten Shelf
Takedown, which 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. The Company shall give
written notice of such request to all holders of Registrable Securities promptly (but in any event within five (5) days after receipt
of such request for an Underwritten Shelf Takedown) and shall include in any Underwritten Shelf Takedown the securities requested to be
included by any holder (each a “Takedown Requesting Holder”) at least forty-eight (48) hours prior to the public
announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including
those set forth herein). All such holders proposing to distribute their Registrable Securities through an Underwritten Shelf Takedown
under this subsection 2.3.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the majority-in-interest of the Takedown Requesting Holders initiating the Underwritten Shelf Takedown.


 


2.3.5 Reduction of Underwritten
Shelf Takedown. If the managing Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advise the Company and the Takedown
Requesting Holders in writing that the dollar amount or number of Registrable Securities that the Takedown Requesting Holders desire to
sell, taken together with all other shares of the Common Stock or other equity securities that the Company desires to sell, exceeds the
Maximum Number of Shares, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities
of the Takedown Requesting Holders, on a Pro Rata basis, that can be sold without exceeding the Maximum Number of Shares; and (ii) second,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Common Stock or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Shares.


 


2.3.6 Limits on Underwritten
Shelf Takedowns. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant
to Section 2.1. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Underwritten Shelf
Takedowns in any 12-month period.


  


3.
REGISTRATION PROCEDURES.


 


3.1 Filings; Information.
Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use
its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing
Registration Statement; Restriction on Registration Rights. The Company shall use its commercially reasonable efforts to, as
expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the
Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem
appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance
with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration
Statement to become effective and use its commercially reasonable efforts to keep it effective for the period required by Section
3.1.3; provided, however, that the Company shall not be obligated to (but may, at its sole option) (a) effect any
Demand Registration or an Underwritten Offering or (b) file a Registration Statement (or any amendment thereto) or effect an
Underwritten Offering if the Company has determined in good faith that the sale of Registrable Securities pursuant a Registration
Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable
securities laws (i) which disclosure would have a material adverse effect on the Company or (ii) relating to a material transaction
involving the Company (any such period, a “Blackout Period”); provided, however, that in no
event shall any Blackout Period together with other Blackout Periods exceed an aggregate of 90 days in any consecutive 12-month
period. Notwithstanding the foregoing, the Company shall not exercise its rights under this Section 3.1.1 to invoke a Blackout
Period unless it applies the same Blackout Period restrictions contained herein to all other securityholders of the Company with
contractual registration rights.


 






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3.1.2 Copies. The Company
shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to 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, and such other documents as the
holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate
the disposition of the Registrable Securities owned by such holders.


 


3.1.3 Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance
with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement
have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities
have been withdrawn.


  


3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than five (5) Business Days after
such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within five (5) Business Days of the occurrence of any
of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such
Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the
Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any written
comments by the Commission or any request by the Commission for any amendment or supplement to such Registration Statement or any
Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement
or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration
Statement, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable
Securities included in such Registration Statement any such supplement or amendment; except that not less than two (2) Business Days
before filing with the Commission a Registration Statement or not less than one (1) Business Day before the filing of any related
Prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall (x) furnish to
the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies
of all such documents proposed to be filed and (y) reasonably cooperate with such holders and their counsel and consider in good
faith any comments received by such holders or their counsel with respect to the Registration Statement or Prospectus. The Company
shall not file any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated by
reference, to which such holders or their legal counsel shall object in good faith, provided that, the Company is notified of
such objection in writing no later than two (2) Business Days after the holders have been so furnished copies of a Registration
Statement or one (1) Business Day after the holders have been so furnished copies of any related Prospectus or amendments or
supplements thereto.


 






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3.1.5 State Securities Laws
Compliance. The Company shall 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 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
but for this paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6 Agreements for Disposition.
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such
other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations,
warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the
extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement.
No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties
in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and
with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such
Registration Statement.


  


3.1.7 Cooperation. The
principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all
other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.


 


3.1.8 Records. The Company
shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by
any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with
such Registration Statement.


 


3.1.9 Opinions and
Comfort Letters. Upon written request, the Company shall furnish to each holder of Registrable Securities included in any
Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any
Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the
event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included
in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the
effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in
effect.


 






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3.1.10 Earnings Statement.
The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its
stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing. The Company
shall use its commercially reasonable efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 


3.1.12 Road Show. If
the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, the Company shall
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.


 


3.1.13 Regulation M.
The Company shall take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent
that any prohibition is applicable to the Company, the Company will take all reasonable action to make any such prohibition inapplicable.


 


3.2 Obligation to Suspend
Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a
written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information, each
holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended Prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities
is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent
file copies then in such holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of
receipt of such notice.


 


3.3 Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section
2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all
expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of
compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including,
without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with
the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees;
(vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained
by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant
to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by the Company in connection with such
registration; and (ix) the reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of
the Registrable Securities included in such registration in an amount not to exceed $25,000. The Company shall have no obligation to
pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof
or any fees and disbursements of its counsel in excess of $25,000 in the aggregate in connection therewith, which underwriting
discounts or selling commissions and fees and disbursements of its counsel in excess of $25,000 in the aggregate shall be borne by
such holders. Additionally, in an Underwritten Offering, all selling stockholders and the Company shall bear the expenses of the
Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.


 






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3.4 Holders’ Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with Federal and applicable state securities laws. The Company’s obligations to include the Registrable Securities
in any Registration Statement under this Agreement are contingent upon each holder of Registrable Securities furnishing in writing to
the Company such information regarding such holder, the securities of the Company held by holder and the intended method of disposition
of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities,
and such holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary
of a selling stockholder in similar situations.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person,
if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in (or incorporated by reference in) any Registration
Statement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus contained in
the Registration Statement, or free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule
thereto), or any amendment or supplement to such Registration Statement, or any filing under any state securities law required to be
filed or furnished, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or
any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company
in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and
any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such
expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue
statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, Prospectus, or free
writing prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the
Company, in writing, by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers,
and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection
with investigation or defending any such loss, claim, damage, liability or action. The Company also shall indemnify any Underwriter
of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such
Underwriter (within the meaning of the Securities Act or the Exchange Act, as applicable) on substantially the same basis as that of
the indemnification provided above in this Section 4.1.


 






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4.2 Indemnification by
Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors, officers, agents and employees, each Person, if any, who controls the Company (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), each Underwriter (if any), and each other selling
holder and each other Person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act,
and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, against
any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or
liabilities (or actions in respect thereof) (including, without limitation, reasonable attorneys’ fees and other expenses) arise
out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged
omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement
or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly
for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for
any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage,
liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited
to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such
selling holder.


 


4.3 Conduct of
Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder,
notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party
shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party
hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party
is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party
shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying
Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however,
that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party
shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and
its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party
if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened
proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all
liability arising out of such claim or proceeding.


 






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4.4 Contribution.


 


4.4.1 If the indemnification
provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


4.4.2 The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 4.4 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 the immediately preceding Section
4.4.1.


 


4.4.3 The amount paid or payable
by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder
of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment
of any underwriting fees, discounts, commissions or taxes) actually received by such selling holder from the sale of Registrable Securities
which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


5.
RULE 144.


  


5.1 Rule 144. The Company
covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such
further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission.


 


6.
MISCELLANEOUS.


 


6.1 Other
Registration Rights. The Company represents and warrants that, except for registration rights granted to the investors pursuant
to the PIPE Subscription Agreements, no Person, other than the holders of the Registrable Securities, has any right to require the
Company to register any of the Company’s share capital for sale or to include the Company’s share capital in any
registration filed by the Company for the sale of share capital for its own account or for the account of any other Person. The
Investors hereby acknowledge that Company has granted resale registration rights to the purchasers of the Company’s securities
in the PIPE Subscription Agreements, and that nothing herein shall restrict the ability of the Company to fulfill its resale
registration obligations under the PIPE Subscription Agreements.


 






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6.2 Assignment; No Third
Party Beneficiaries. 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. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder
may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any legally permitted
transfer of Registrable Securities by any such holder (subject to lock-up restrictions under the Lock-up Agreement and the Release Date
under the IPO Escrow Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each
of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder
of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other
than as expressly set forth in Article 4 and this Section 6.2.


 


6.3 Notices. Any notice
hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or nationally recognized overnight
courier service, by 5:00 PM Pacific Time on a Business Day, addressee’s day and time, on the date of delivery, and if delivered
after 5:00 PM Pacific Time, on the first Business Day after such delivery; (b) if by fax, on the date that transmission is affirmatively
confirmed, if by 5:00 PM Pacific Time on a Business Day, addressee’s day and time, and if confirmed after 5:00 PM Pacific Time,
on the first Business Day after the date of such confirmation; (c) if by email, on the date of transmission with affirmative confirmation
of receipt; or (d) three (3) Business Days after mailing by prepaid certified or registered mail, return receipt requested. Notices shall
be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address
as a party shall specify to the others in accordance with these notice provisions:


 


To the Company:


SoundHound AI, Inc.

5400 Betsy Ross Drive

Santa Clara, CA 95054

Attn: Keyvan Mohajer, Chief Executive Officer

E-mail: keyvan@soundhound.com


  


with a copy to (which copy shall not constitute notice):


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10015


Attn: Douglas S. Ellenoff, Esq.; Matthew A. Gray, Esq.


Fax: (212) 370-7889


E-mail: ellenoff@egsllp.com; mgray@egsllp.com


 


To an Investor, to the address set forth below such Investor’s
name on Exhibit A hereto.


 




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6.4 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.


 


6.5 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute
valid and sufficient delivery thereof.


 


6.6 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; provided, that,
for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any
Additional Agreement. Without limiting the foregoing, the Pre-BC Investors hereby acknowledge and agree that this Agreement amends and
restates and supersedes the Original Registration Rights Agreement in its entirety.


 


6.7 Modifications and Amendments.
Any term of this Agreement may be amended or modified with the written consent of the Company and the holders of a majority of the Registrable
Securities then outstanding; provided that no such amendment or modification may affect any Investor in a manner material and disproportionately
adverse to other Investors without the prior written consent of such Investor.


 


6.8 Titles and Headings;
Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural
and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import
in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision
of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation
and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this Agreement.


 


6.9 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.


  


6.10 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 Investor or any other holder of Registrable Securities 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.


 






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6.11 Governing Law.
This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware applicable
to agreements made and to be performed within the State of Delaware, without giving effect to any choice-of-law provisions thereof that
would compel the application of the substantive laws of any other jurisdiction.


 


6.12 Consent to Jurisdiction;
Waiver of Trial by Jury. The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution,
performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within
the State of New York (and the appellate courts thereof). Each of the parties agrees that service of any process, summons, notice or document
in the manner set forth in Section 6.3 hereof or in such other manner as may be permitted by applicable law, shall be effective service
of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section
6.12. Each of the parties hereto irrevocably and unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction
of the courts located in the State of New York (and any appellate courts thereof) for any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the United States District Court
for the Southern District of New York, or the New York state courts if the federal jurisdictional standards are not satisfied (or any
appellate courts thereof), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 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 Investor in the negotiation, administration, performance or enforcement hereof.


 


6.13 FINRA. Notwithstanding
the foregoing provisions, to the extent any Initial Shares and/or Private Units (and the securities underlying the Private Units) are
owned by Representative or any permitted transferee under FINRA Rule 5110(e)(2), such securities shall be subject to compliance with FINRA
Rule 5110(g)(8). The Representatives may not exercise their demand or “piggyback” registration rights after five (5) years
and seven (7) years, respectively, after the effective date of the IPO and may not exercise their demand rights on more than one occasion.


 


6.14 Termination of Merger
Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this
Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated in accordance with
its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect,
and the parties shall have no obligations hereunder.


 


6.15 Term. This
Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date of this Agreement or, (ii) on a holder of
Registrable Securities-by-holder of Registrable Securities basis, on the date as of which (A) all of the Registrable Securities held
by such holder have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in
Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or
(B) such holder of Registrable Securities is permitted to sell all of its Registrable Securities under Rule 144 (or any similar
provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale.


 


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IN WITNESS WHEREOF, the parties
have caused this Amended and Restated Registration Rights Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	SOUNDHOUND AI, INC.
	 	 	 
	 	By:	/s/Keyvan Mohajer
	 	Name: 	Dr. Keyvan Mohajer
	
     

    
	Title:	Chief Executive Officer
	 	 	 
	 	PRE-BC INVESTORS:
	 	 	 
	 	ARCHIMEDES TECH SPAC SPONSORS LLC
	 	 	 
	 	By:	/s/Stephen N. Cannon
	 	Name:	Stephen N. Cannon
	 	Title:	Member
	 	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	 	 
	 	By:	/s/Mike Powell
	 	Name:	Mike Powell
	 	Title:	Senior Managing Director
	 	 
	 	BRYANT B. EDWARDS
	 	 	                                          
	 	By:	/s/Bryant B. Edwards
	 	Name:	Bryant B. Edwards
	 	 	 
	 	LUC JULIA
	 	 	 
	 	By:	/s/Luc Julia
	 	Name:	Luc Julia
	 	 	 
	 	RAJAN P. PAI
	 	 	 
	 	By:	/s/Rajan P. Pai
	 	Name:	Rajan P. Pai



 


{Signature Page to
Amended and Restated Registration Rights Agreement}


 



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	 	SOUNDHOUND INVESTORS
	 	 	 
	 	DR. KEYVAN MOHAJER
	 	 	 
	 	By:	/s/Keyvan Mohajer
	 	Name: 	Dr. Keyvan Mohajer
	 	 	 
	 	JAMES HOM
	 	 	 
	 	By:	/s/James Hom
	 	Name:	James Hom
	 	 	 
	 	DR. MAJID EMAMI
	 	 	 
	 	By:	/s/Majid Emami
	 	Name:	Dr. Majid Emami
	 	 
	 	TIMOTHY STONEHOCKER
	 	 	 
	 	By:	/s/Timothy Stonehocker
	 	Name:	Timothy Stonehocker
	 	 	 
	 	LARRY MARCUS
	 	 	 
	 	By:	/s/Larry Marcus
	 	Name:	Larry Marcus
	 	 	 
	 	NITESH SHARAN
	 	 	 
	 	By:	/s/Nitesh Sharan
	 	Name:	Nitesh Sharan
	 	 	 
	 	MICHAEL ZAGORSEK
	 	 	 
	 	By:	/s/Michael Zagorsek
	 	Name:	Michael Zagorsek
	 	 	 
	 	ZUBIN IRANI
	 	 	 
	 	By:	/s/Zubin Irani
	 	Name:	Zubin Irani
	 	 	 
	 	THE BALL AXLINE LIVING TRUST
	 	 	 
	 	By:	/s/Eric Ball
	 	Title:	Trustee
	 	Name:	Dr. Eric Ball



 


{Signature Page to
Amended and Restated Registration Rights Agreement}


 




    22


     


    

 	 	GLOBAL CATALYST PARTNERS III, L.P.
	 	 	 
	 	By:	GLOBAL CATALYST VENTURE MANAGEMENT III, L.L.C., its GENERAL PARTNER
	 	 	 
	 	By:	/s/Kamran Elahian
	 	 	Kamran Elahian
	 	Title:	Managing Member





 


{Signature Page to
Amended and Restated Registration Rights Agreement}


 



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EXHIBIT A


 


Name and Address of Investors


 





SoundHound AI, Inc.

5400 Betsy Ross Drive

Santa Clara, CA 95054


 


Archimedes Tech SPAC Sponsors LLC

c/o Steve Cannon

2093 Philadelphia Pike #1968

Claymont, DE 19703


 


EarlyBirdCapital, Inc.

366 Madison Avenue, 8th Floor

New York, NY 10017


 


Bryant B. Edwards

2093 Philadelphia Pike #1968

Claymont, DE 19703


 


Luc Julia

2093 Philadelphia Pike #1968

Claymont, DE 19703


 


Rajan P. Pai

2093 Philadelphia Pike #1968

Claymont, DE 19703


 


Dr. Keyvan Mohajer


5400 Betsy Ross Drive

Santa Clara, CA 95054


 


James Hom


5400 Betsy Ross Drive

Santa Clara, CA 95054


 


Dr. Majid Emami


5400 Betsy Ross Drive

Santa Clara, CA 95054


 


Timothy Stonehocker


5400 Betsy Ross Drive

Santa Clara, CA 95054


 


Nitesh Sharan


5400 Betsy Ross Drive

Santa Clara, CA 95054


 





Michael Zagorsek


5400 Betsy Ross Drive

Santa Clara, CA 95054


 


Zubin Irani


5400 Betsy Ross Drive

Santa Clara, CA 95054


 


The Ball Axline Living Trust


801 K Street


Sacramento, CA 95814


 


Global Catalyst Partners III, L.P.


c/o Patricia Zadoo


6239 Mojave Dr


San Jose, CA 95120


 


{Signature Page to
Amended and Restated Registration Rights Agreement}


 


 


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