Exhibit 10.7


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


by and among


 


ZSPACE TECHNOLOGIES, INC. 


(F/K/A EDTECHX HOLDINGS ACQUISITION CORP. II),



 


EDTECHX SPONSOR GROUP


 


And


 


THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO


 


Dated as of [____________], 2022


 




     


     


    

 


Table
of Contents





 


	 	Page
	 	 
	Section 1. Certain Definitions	1
	Section 2. Registration Rights.	4
	2.1. Demand Registrations.	4
	2.2. Piggyback Registrations.	8
	2.3. Allocation of Securities Included in Registration Statement.	8
	2.4. Registration Procedures	10
	2.5. Registration Expenses.	14
	2.6. Certain Limitations on Registration Rights	15
	2.7. Limitations on Sale or Distribution of Other Securities	15
	2.8. No Required Sale	15
	2.9. Indemnification.	15
	2.10. No Inconsistent Agreements	18
	Section 3. Underwritten Offerings.	18
	3.1. Requested Underwritten Offerings	18
	3.2. Piggyback Underwritten Offerings	18
	Section 4. General.	19
	4.1. Adjustments Affecting Registrable Securities	19
	4.2. Rule 144	19
	4.3. Nominees for Beneficial Owners	19
	4.4. Amendments and Waivers	19
	4.5. Notices	19
	4.6. Successors and Assigns	20
	4.7. Termination.	20
	4.8. Entire Agreement	20
	4.9. Governing Law; Jurisdiction; WAIVER OF JURY TRIAL.	20
	4.10. Interpretation; Construction.	20
	4.11. Counterparts	21
	4.12. Severability	21
	4.13. Specific Enforcement	21
	4.14. Further Assurances	21
	4.15. Confidentiality	21
	4.16. Opt-Out Requests	21
	4.17. Original Registration Rights Agreement	21
	 	 
	Exhibit A Joinder Agreement	A-1


 




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AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT, dated as of [__________], 2022 (as amended, restated, supplemented or otherwise modified from time to time, this
“Agreement”), is made and entered into by and among (i) zSpace Technologies, Inc. (f/k/a EdtechX Holdings Acquisition
Corp. II), a Delaware corporation (the “Company”), (ii) IBIS Capital Sponsor II, LLC (“IBIS”), IBIS
Capital Sponsor II EdtechX LLC (“IBIS Capital”), Jefferies LLC (“Jefferies”) and A1 Capital Advisory Asia
Limited (“A1 Capital” and, together with IBIS, IBIS Capital and Jefferies, “EdtechX Sponsor Group”),
(ii) the stockholders of the Company party hereto (the “Stockholders”)
and (iii) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 4.6 of this Agreement (each,
a “Holder” and collectively with the Stockholders, the “Holders”).


 


RECITALS:


 


WHEREAS, the Company,
[●] Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”),
[●] Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”),
and the Company), have entered into an Agreement and Plan of Merger, dated as of [●], 2022 (as amended from time to time on or prior
to the date hereof, the “Merger Agreement”), pursuant to which (i) Merger Sub I has merged with and into zSpace with
zSpace continuing as the surviving entity and a subsidiary of the Company (the “First Merger”) and (ii) thereafter
the zSpace has merged with and into Merger Sub II with Merger Sub II continuing as the surviving entity and a subsidiary of the Company
(the “Second Merger” and together with the First Merger, the “Mergers”);


 


WHEREAS, the Company
and EdtechX Sponsor Group are parties to that certain Registration Rights Agreement, dated as of December 10, 2020 (the “Original
Registration Rights Agreement”), which shall be amended and restated by this Agreement;






WHEREAS, following
the closing of the Mergers (the “Closing”), EdtechX Sponsor Group and the other Stockholders owned shares of Common
Stock and Common Stock Equivalents (each as defined herein); and


 


WHEREAS, in connection
with the Mergers, the Company has agreed to provide the registration rights set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:


 


Section 1. Certain Definitions. As used
herein, the following terms shall have the following meanings:


 


“Additional Piggyback
Rights” has the meaning ascribed to such term in Section 2.3(a).


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control
with, such Person. For the purposes of this definition “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such specified Person, whether through the
ownership of voting securities, by contract or otherwise. For the avoidance of doubt, neither the Company nor any Person controlled by
the Company shall be deemed to be an Affiliate of any Holder.


 


“Agreement”
has the meaning ascribed to such term in the Preamble.


 


“Automatic shelf
registration statement” has the meaning ascribed to such term in Section 2.4.


 


“Board”
means the Board of Directors of the Company.


 






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“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.


 


“Claims”
has the meaning ascribed to such term in Section 2.9(a).


 


“Common Stock”
means all shares existing or hereafter authorized of the Common Stock, par value $0.0001 per share of the Company, and any class of common
stock of the Company and any and all securities of any kind whatsoever which may be issued after the date hereof in respect of, or in
exchange for, such shares of common stock of the Company pursuant to a merger, consolidation, stock split, stock dividend or recapitalization
of the Company or otherwise.


 


“Common Stock Equivalents”
means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence
of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), shares of
Common Stock (including any note or debt security convertible into or exchangeable for shares of Common Stock).


 


“Company”
has the meaning ascribed to such term in the Preamble.


 


“Demand Exercise
Notice” has the meaning ascribed to such term in Section 2.1(b)(i).


 


“Demand Registration”
has the meaning ascribed to such term in Section 2.1(b)(i).


 


“Demand Registration
Period” has the meaning ascribed to such term in Section 2.1(b)(i).


 


“Demand Registration
Request” has the meaning ascribed to such term in Section 2.1(b)(i).


 


“EdtechX Sponsor
Group” has the meaning ascribed to such term in the Recitals.


 


“EdtechX Sponsor
Demanding Holder” has the meaning ascribed to such term in Section 2.1(b)(ii).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from
time to time be in effect.


 


“Expenses”
means any and all fees and expenses incident to the Company’s performance of or compliance with Section 2, including: (i)
SEC, stock exchange, FINRA and all other registration and filing fees and all listing fees and fees with respect to the inclusion of securities
on the Nasdaq or on any other U.S. or non-U.S. securities market on which the Registrable Securities are listed or quoted, (ii) fees and
expenses of compliance with state securities or “blue sky” laws of any state or jurisdiction of the United States or compliance
with the securities laws of foreign jurisdictions and in connection with the preparation of a “blue sky” survey, including
reasonable fees and expenses of outside “blue sky” counsel and securities counsel in foreign jurisdictions, (iii) word processing,
printing and copying expenses, (iv) telephone, messenger and delivery expenses, (v) expenses incurred in connection with any road show
or other reasonable marketing expenses, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration,
underwritten offering or underwritten block trade, the reasonable fees and disbursements of one counsel for the Initiating Holder and
one counsel for all other Participating Holder(s) collectively (selected by the holders of a majority of the Registrable Securities held
by such other Participating Holder(s)), together in each case with any local counsel, provided that expenses payable by the Company
pursuant to this clause (vii) shall not exceed (1) $100,000 for the first registration pursuant to this Agreement and (2) $75,000 for
each subsequent registration (viii) fees and disbursements of all independent public accountants (including the expenses of any opinion
and/or audit/review and/or “comfort” letter and updates thereof) and fees and expenses of other Persons, including special
experts, retained by the Company, (ix) fees and expenses of any transfer agent or custodian, (x) any other fees and disbursements of underwriters,
if any, customarily paid by issuers or sellers of securities, including reasonable fees and expenses of counsel for the underwriters in
connection with any filing with or review by FINRA (but expressly excluding any underwriting discounts and commissions) and (xi) rating
agency fees and expenses.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 






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“Initiating Holders”
has the meaning ascribed to such term in Section 2.1(b)(i).


 


“Joinder Agreement”
means a writing in the form set forth in Exhibit A hereto whereby a new Holder of Registrable Securities becomes a party to, and
agrees to be bound, to the same extent as its transferor, as applicable, by the terms of this Agreement.


 


“Majority Participating
Holders” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering
of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.


 


“Manager”
means the lead managing underwriter of an underwritten offering.


 


“Merger Agreement”
has the meaning ascribed to such term in the Recitals.


 


“Merger Sub I”
has the meaning ascribed to such term in the Recitals.


 


“Merger Sub II”
has the meaning ascribed to such term in the Recitals.


 


“Minimum Threshold”
means $15.0 million.


 


“Opt-Out Request”
has the meaning ascribed to such term in Section 4.16.


 


“Participating Holders”
means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section
2.1 or Section 2.2.


 


“Person”
means any individual, firm, corporation, company, limited liability company, partnership, trust, joint stock company, business trust,
incorporated or unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.


 


“Piggyback Notice”
has the meaning ascribed to such term in Section 2.2(a).


 


“Piggyback Shares”
has the meaning ascribed to such term in Section 2.3(a)(ii).


 


“PIPE Subscription Agreements”
means those certain subscription agreements, entered into by and among the Company and the Persons identified therein as “Investors”
with respect to the Parent Financing (as defined in the Merger Agreement)


 


“Postponement Period”
has the meaning ascribed to such term in Section 2.1(c).


 


“Registrable Securities”
means (a) any shares of Common Stock held by the Holders at any time (including those held as a result of, or issuable upon, the conversion
or exercise of Common Stock Equivalents), whether now owned or acquired by the Holders at a later time, (b) any shares of Common Stock
(including warrants to purchase shares of Common Stock) issued or issuable, directly or indirectly, in exchange for or with respect to
the Common Stock or any other equity security (including warrants to purchase shares of Common Stock) referenced in clause (a) above by
way of stock dividend, stock split or combination of shares or in connection with a reclassification, recapitalization, merger, share
exchange, consolidation or other reorganization and (c) any securities issued in replacement of or exchange for any securities described
in clause (a) or (b) above. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever
such Person has the right to acquire, directly or indirectly, such Registrable Securities (including upon conversion, exercise or exchange
of any equity interests but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition
has actually been effected, and such Person shall not be required to convert, exercise or exchange such equity interests (or otherwise
acquire such Registrable Securities) to participate in any registered offering hereunder until the closing of such offering. 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 been declared effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (B) such securities shall have been disposed of in compliance with the requirements
of Rule 144, (C) such securities have been sold in a public offering of securities, (D) such securities have ceased to be outstanding,
(E) such securities shall have been otherwise transferred, new certificates or book entry positions for such securities not bearing a
legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall
not require registration under the Securities Act or (F) with respect to a Holder, when all such securities held by such Holder could
be sold without restriction on volume, manner of sale or other restriction in any three-month period without registration under Rule 144
promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission).


 



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“Replacement S-3
Shelf” has the meaning ascribed to such term in Section 2.1(a).


 


“Rule 144”
have the meaning ascribed to such term in Section 4.2.


 


“SEC” means
the U.S. Securities and Exchange Commission or such other federal agency which at such time administers the Securities Act.


 


“Section 2.3(a) Sale
Number” has the meaning ascribed to such term in Section 2.3(a).


 


“Section 2.3(b) Sale
Number” has the meaning ascribed to such term in Section 2.3(b).


 


“Section 2.3(c) Sale
Number” has the meaning ascribed to such term in Section 2.3(c).


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to
time be in effect.


 


“Shelf Registrable
Securities” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Shelf Registration
Statement” has the meaning ascribed to such term in Section 2.1(a)(i).


 


“Shelf Underwriting”
has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Shelf Underwriting
Initiating Holders” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Shelf Underwriting
Notice” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Shelf Underwriting
Request” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Stockholder Demanding
Holder” has the meaning ascribed to such term in Section 2.1(b)(ii).


 


“Stockholders”
has the meaning ascribed to such term in the Recitals.


 


“Subsidiary”
means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized
or acquired after the date hereof.


 


“Underwritten Block
Trade” has the meaning ascribed to such term in Section 2.1(a)(ii).


 


“Valid Business Reason”
has the meaning ascribed to such term in Section 2.1(c).


 


“WKSI”
means a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act).


 


Section 2. Registration Rights.


 


2.1. Demand Registrations.


 


(a) (i) No later than thirty
(30) calendar days following the Closing (the “Filing Date”), the Company shall prepare and file with the SEC a shelf
registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”)
covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous
basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable
after the filing thereof. Such Shelf Registration Statement 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, including the registration
of the distribution to its shareholders, partners, members or other affiliates. The Company shall maintain the Shelf Registration Statement
in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and
supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all 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, subject to Section 2.1(c). In the event the Company files a Shelf
Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to amend the Shelf Registration Statement
to a Registration Statement on Form S-3 or file a Registration Statement on Form S-3 in substitution of the Shelf Registration Statement
(the “Replacement S-3 Shelf”) at (or, if determined by the Company in its discretion, before) such time as the Company
would otherwise be required to file a post-effective amendment to the Registration Statement on Form S-1, and cause the Replacement S-3
Shelf to be declared effective as soon as practicable thereafter.


 



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(ii) Subject to Section
2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up agreement
(including any restrictions on transfer set forth in the bylaws of the Company), each Holder (or Holders) shall have the right at any
time and from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant
to the Shelf Registration Statement (provided, that such Holder(s) reasonably expect aggregate gross proceeds in excess of the
Minimum Threshold) by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included
in such registration and the intended method of distribution thereof. The Holder or Holders shall make such election by delivering to
the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number
of Registrable Securities that the Holder or Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”).
With respect to any Shelf Underwriting Request, the Holder or Holders making such demand shall be referred to as the “Shelf Underwriting
Initiating Holders”. As promptly as practicable, but no later than five (5) Business Days after receipt of a Shelf Underwriting
Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request
to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable
Securities”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable
Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable
Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify
the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of
the Shelf Underwriting Notice. The Company shall, as expeditiously as reasonably practicable (and in any event within forty five (45)
Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts
to effect such Shelf Underwriting. The Company shall, at the request of any Shelf Underwriting Initiating Holder or any other Holder of
Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration
Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include
therein all disclosure and language deemed necessary or advisable by the Shelf Underwriting Initiating Holders or any other Holder of
Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to the contrary in this Section 2.1(a)(ii),
the Company shall not be required to effect a Shelf Underwriting unless such Shelf Underwriting includes, in the aggregate, Registrable
Securities having an aggregate market value of at least the Minimum Threshold (based on the Registrable Securities included in such Shelf
Underwriting by all Participating Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Shelf
Underwriting Initiating Holders shall have the right to designate the Manager and each other managing underwriter in connection with any
such Shelf Underwriting or Underwritten Block Trade; provided that in each case, each such underwriter is a reputable nationally
recognized investment bank. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten
block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block
Trade”) of Registrable Securities using a Shelf Registration Statement, then notwithstanding the foregoing time periods, such
Shelf Underwriting Initiating Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the
day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten
Block Trade and shall not be entitled to participate in such Underwritten Block Trade.


 



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(b) (i) At any time that a Shelf
Registration Statement is required by Section 2.1(a) to be available for use by the Holders and is not so available (a “Demand
Registration Period”) other than pursuant to Section 2.1(a)(ii) or during a Postponement Period, subject to this Section
2.1(b) and Sections 2.1(c) and 2.3), at any time and from time to time during such Demand Registration Period, each
of (a) members of the EdtechX Sponsor Group holding at least a majority in interest of the then-outstanding number of Registrable Securities
held by the EdtechX Sponsor Group (the “EdtechX Sponsor Demanding Holders”) and (b) the Stockholders holding at least
a majority in interest of the then-outstanding number of Registrable Securities held by the Stockholders (the “Stockholder Demanding
Holders”), shall have the right to require the Company to effect one or more registration statements under the Securities Act
covering all or any part of its Registrable Securities by delivering a written request therefor to the Company specifying the number of
Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by any EdtechX
Sponsor Demanding Holder or Stockholder Demanding Holder pursuant to this Section 2.1(b)(i) (such Holder making such demand being
referred to herein as an “Initiating Holder”) is referred to herein as a “Demand Registration Request,”
and the registration so requested is referred to herein as a “Demand Registration”. Subject to Section 2.1(c),
the Holders shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations. The
Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the
Holders of record of Registrable Securities in accordance with Section 2.2, and, subject to Sections 2.3 and 2.6,
shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of
any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant
to Section 2.2. In connection with any Demand Registration, the Initiating Holder shall have the right to designate the Manager
and each other managing underwriter in connection with any underwritten offering pursuant to such registration; provided that
in each case, each such underwriter is a reputable nationally recognized investment bank.


 


(ii) The Company shall, as
expeditiously as reasonably practicable, but subject to Section 2.1(c), use its reasonable best efforts to (x) file or confidentially
submit with the SEC (no later than (A) ninety (90) days from the Company’s receipt of the applicable Demand Registration Request
if the Demand Registration is on Form S-1 or similar long-form registration and or (B) sixty (60) days from the Company’s receipt
of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or any similar short-form registration), (y) cause
to be declared effective as soon as reasonably practicable such registration statement under the Securities Act that includes the Registrable
Securities which the Company has been so requested to register for distribution in accordance with the intended method of distribution,
and (z) if requested by the Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such
registration.


 


(c) Notwithstanding anything
to the contrary in Section 2.1(a) or Section 2.1(b), the Shelf Underwriting and Demand Registration rights granted in Section
2.1 (a) and Section 2.1(b) are subject to the following limitations: (i) the Company shall not be required to cause a registration
statement filed pursuant to Section 2.1(b) to be declared effective within a period of ninety (90) days after the effective date
of any other registration statement of the Company filed pursuant to the Securities Act (other than a Form S-4, Form S-8 or a comparable
form or an equivalent registration form then in effect); (ii) the EdtechX Sponsor Group, on the one hand, may demand not more than two
(2) Demand Registrations and the Stockholders, on the other hand, may each demand not more than four (4) Demand Registrations, and the
Company shall not be required to effect more than four (4) Demand Registrations in the aggregate on Form S-1 or any similar long-form
registration statement at the request of Holders, in any 12-month period; or (iii) if the Board, in its good faith judgment, determines
that any registration of Registrable Securities or Shelf Underwriting should not be made or continued because it would materially and
adversely interfere with any existing or potential financing, acquisition, corporate reorganization, merger, share exchange or other transaction
or event involving the Company or any of its subsidiaries, would require the inclusion of financial statements in such Registration Statement
that are unavailable to the Company for reasons beyond the Company’s control, or would otherwise result in the public disclosure
of information that the Board in good faith has a bona fide business purpose for keeping confidential (a “Valid Business Reason”),
then (x) the Company may postpone filing or confidentially submitting a registration statement relating to a Demand Registration Request
or a prospectus supplement relating to a Shelf Underwriting Request until five (5) Business Days after such Valid Business Reason no longer
exists or (y) if a registration statement has been filed or confidentially submitted relating to a Demand Registration Request or a prospectus
supplement has been filed relating to a Shelf Underwriting Request, the Company may suspend use of or, if required by the SEC, cause such
registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement
until five (5) Business Days after such Valid Business Reason no longer exists (such period of postponement or withdrawal under this clause
(iv), the “Postponement Period”). The Company shall give written notice to the Initiating Holders or Shelf Underwriting
Initiating Holders and any other Holders that have requested registration pursuant to Section 2.2 of its determination to postpone
or suspend use of or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or suspension
or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company
shall not be entitled to more than three (3) Postponement Periods during any twelve (12) month period, and in no event shall Postponement
Periods extend for more than an aggregate of ninety (90) days in any twelve (12) month period.


 



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Each Holder of Registrable Securities
agrees that, upon receipt of any notice from the Company that the Company has determined to suspend use of, withdraw, terminate or postpone
amending or supplementing any registration statement pursuant to clause (c)(iii) above, such Holder will discontinue its disposition of
Registrable Securities pursuant to such registration statement. If the Company shall have suspended use of, withdrawn or terminated a
registration statement filed under Section 2.1(b)(i) (whether pursuant to clause (c)(iii) above or as a result of any stop order,
injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to
have effected a Demand Registration for the purposes of this Agreement and such request shall not count as a Demand Registration Request
under this Agreement until the Company shall have permitted use of such suspended registration statement or filed a new registration statement
covering the Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement shall
have been declared effective and shall not have been withdrawn. If the Company shall give any notice of suspension, withdrawal or postponement
of a registration statement, the Company shall, not later than five (5) Business Days after the Valid Business Reason that caused such
suspension, withdrawal or postponement no longer exists, permit use of such suspended registration statement or use its reasonable best
efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration
statement in accordance with this Section 2.1 (unless the Initiating Holders or Shelf Underwriting Initiating Holders shall have
withdrawn such request, in which case the Company shall not be considered to have effected a Demand Registration for the purposes of this
Agreement and such request shall not count as a Demand Registration Request under this Agreement), and following such permission or such
effectiveness such registration shall no longer be deemed to be suspended, withdrawn or postponed pursuant to clause (iv) of Section
2.1(c) above.


 


(d) No Demand Registration shall
be deemed to have occurred for purposes of Section 2.1(b) (i) if the registration statement relating thereto (x) does not become
effective, (y) is not maintained effective for a period of at least one hundred eighty (180) days after the effective date thereof or
such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold (provided,
however, that such period shall be extended for a period of time equal to the period any Holder of Registrable Securities refrains
from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company), or
(z) is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) for each Initiating Holder,
if less than seventy five percent (75%) of the Registrable Securities requested by such Initiating Holder are included in the applicable
registration statement pursuant to Section 2.3, (iii) if the method of disposition is a firm commitment underwritten public offering
and less than seventy five percent (75%) of the applicable Registrable Securities have not been sold pursuant thereto (excluding any Registrable
Securities included for sale in the underwriters’ overallotment option) or (iv) if the conditions to closing specified in any underwriting
agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied
(other than as a result of a default or breach thereunder by such Initiating Holder(s) or its Affiliates or are otherwise waived by such
Initiating Holder(s)).


 


(e) A majority-in-interest of
the Initiating Holders may withdraw or revoke a Demand Registration Request at any time prior to the effectiveness of such Demand Registration
by giving written notice to the Company of such withdrawal or revocation and, if such written notice is provided prior to the filing of
such Demand Registration with the SEC, such Demand Registration shall have no further force or effect and such request shall not count
as a Demand Registration Request under this Agreement.


 



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2.2. Piggyback Registrations.


 


(a) If the Company proposes
or is required to register any of its equity securities for its own account or for the account of any other shareholder under the Securities
Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give written
notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities,
at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing,
the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have
the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed.
Upon the written request of any such Holder, made within five (5) days following the receipt of any such Piggyback Notice (which request
shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution
thereof), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause
all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities
Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in
accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary,
by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus
related thereto. There is no limitation on the number of such piggyback registrations which the Company is obligated to effect pursuant
to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company
of its obligations to effect Demand Registrations under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2
shall not apply to any Underwritten Block Trade.


 


(b) Other than in connection
with a Demand Registration or a Shelf Underwriting, at any time after giving a Piggyback Notice and prior to the effective date of the
registration statement filed in connection with such registration, if the Company shall determine for any reason not to register or to
delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders
of record of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under
Section 2.1, and (y) in the case of a determination to delay such registration of its equity securities, shall be permitted to
delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.


 


(c) Any Holder shall have the
right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2
by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in
writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody
agreement with respect to such registration or as otherwise required by the underwriters.


 


2.3. Allocation of Securities
Included in Registration Statement.


 


(a) If any requested registration
or offering made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of
such offering shall advise the Company in good faith that, in its view, the number of securities requested to be included in such underwritten
offering by the Holders of Registrable Securities, the Company or any other Persons exercising contractual registration rights (“Additional
Piggyback Rights”) exceeds the largest number of securities (the “Section 2.3(a) Sale Number”) that can be
sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating Holders and the Majority Participating
Holders, the Company shall include in such underwritten offering:


 


(i) first, all Registrable
Securities requested to be included in such underwritten offering by the Holders thereof (including pursuant to the exercise of piggyback
rights pursuant to Section 2.2); provided, however, that if the number of such Registrable Securities exceeds the
Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in
such underwritten offering shall be allocated on a pro rata basis among all Holders (including each Initiating Holder) requesting that
Registrable Securities be included in such underwritten offering (including pursuant to the exercise of piggyback rights pursuant to Section
2.2), based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the aggregate
number of Registrable Securities owned by all Holders requesting inclusion;


 



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(ii) second, to the extent
that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section
2.3(a) Sale Number, any securities that the Company proposes to register for its own account, up to the Section 2.3(a) Sale Number; and


 


(iii) third, to the extent
that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a)
Sale Number, the remaining securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons
other than Holders requesting that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback
Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each Person requesting
inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(a)
Sale Number.


 


(b) If any registration or offering
made pursuant to Section 2.2 involves an underwritten primary offering on behalf of the Company and the Manager shall advise the
Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable
Securities, the Company or any other Persons exercising Additional Piggyback Rights exceeds the largest number of securities (the “Section
2.3(b) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to
the Company, the Company shall include in such underwritten offering:


 


(i) first, all equity securities
that the Company proposes to register for its own account; and


 


(ii) second, to the extent
that the number of securities to be included pursuant to clause (i) of this Section 2.3(b) is less than the Section 2.3(b) Sale
Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among
all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the exercise of piggyback rights
pursuant to Section 2.2(a), based on the aggregate number of Registrable Securities then owned by each such Holder requesting inclusion
in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion, up to the Section 2.3(b) Sale
Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section
2.3(b) is less than the Section 2.3(b) Sale Number, the remaining securities to be included in such underwritten offering shall be
allocated on a pro rata basis among all Persons requesting that Piggyback Shares be included in such underwritten offering pursuant to
the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion
in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(b) Sale Number.


 


(c) If any registration pursuant
to Section 2.2 involves an underwritten offering that was initially requested by any Person(s) (other than a Holder) to whom the
Company has granted registration rights which are not inconsistent with the rights granted in, and do not otherwise conflict with the
terms of, this Agreement and the Manager shall advise the Company that, in its view, the number of securities requested to be included
in such underwritten offering exceeds the largest number of securities (the “Section 2.3(c) Sale Number”) that can
be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company, the Company shall include in
such underwritten offering:


 


(i) first, the shares requested
to be included in such underwritten offering shall be allocated on a pro rata basis among such Person(s) requesting the registration and
all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the exercise of piggyback rights
pursuant to Section 2.2(a), based on the aggregate number of securities or Registrable Securities, as applicable, then owned by
each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities, as applicable,
owned by all such Persons and Holders requesting inclusion, up to the Section 2.3(c) Sale Number; and


 


(ii) second, to the extent
that the number of securities to be included pursuant to clause (i) of this Section 2.3(c) is less than the Section 2.3(c) Sale
Number, the remaining securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons
requesting that Piggyback Shares be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based
on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback
Shares owned by all Persons requesting inclusion, up to the Section 2.3(c) Sale Number; and (iii) third, to the extent that the number
of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(c) is less than the Section 2.3(c) Sale Number,
any equity securities that the Company proposes to register for its own account, up to the Section 2.3(c) Sale Number.


 






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(d) If, as a result of the proration
provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include
all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such
Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce
the number requested to be included; provided, however, that (x) such request must be made in writing prior to the earlier
of such Holder’s execution of the underwriting agreement or such Holder’s execution of the custody agreement with respect
to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder
shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made
to the extent of the Registrable Securities so withdrawn or reduced.


 


2.4. Registration Procedures.
If and whenever the Company is required by the provisions of this Agreement to effect or cause the registration of and/or participate
in any offering or sale of any Registrable Securities under the Securities Act as provided in this Agreement (or use reasonable best efforts
to accomplish the same), the Company shall, as expeditiously as reasonably practicable (but subject to Section 2.1(c)):


 


(a) prepare and file all filings
with the SEC and FINRA required for the consummation of the offering, including preparing and filing with the SEC a registration statement
on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method
of disposition thereof, which registration form (i) shall be selected by the Company (except as provided for in a Demand Registration
Request) and (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders
thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable registration
form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its reasonable best efforts
to cause such registration statement to become effective and remain continuously effective for such period as required by this Agreement
(provided, however, that as far in advance as reasonably practicable before filing a registration statement or prospectus
or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction,
or any free writing prospectus related thereto, the Company will furnish to the Holders participating in the planned offering and to the
Manager, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to
their reasonable review and reasonable comment and the Company shall not file any registration statement or amendment thereto, any prospectus
or supplement thereto or any free writing prospectus related thereto to which the Initiating Holders, the Majority Participating Holders
or the underwriters, if any, shall reasonably object); provided, however, that, notwithstanding the foregoing, in no event
shall the Company be required to file any document with the SEC which in the view of the Company or its counsel contains an untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading;


 


(b) (i) prepare and file with
the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and such free writing
prospectuses and Exchange Act reports as may be necessary to keep such registration statement continuously effective for such period as
required by this Agreement and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all
Registrable Securities covered by such registration statement, and any prospectus so supplemented to be filed pursuant to Rule 424 under
the Securities Act, in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration
statement and (ii) provide notice to such sellers of Registrable Securities and the Manager, if any, of the Company’s reasonable
determination that a post-effective amendment to a registration statement would be appropriate;


 


(c) furnish, without charge,
to each Participating Holder and each underwriter, if any, of the securities covered by such registration statement such number of copies
of such registration statement, each amendment and supplement thereto (in each case including all exhibits), the prospectus included in
such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule
424 under the Securities Act, each free writing prospectus utilized in connection therewith, in each case, in conformity with the requirements
of the Securities Act, and other documents, as such seller and underwriter may reasonably request in order to facilitate the public sale
or other disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with all
applicable laws of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary
prospectus or supplement thereto) or free writing prospectus by each such Participating Holder and the underwriters, if any, in connection
with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);


 



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(d) use its reasonable best
efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or state
“blue sky” laws of such jurisdictions as any sellers of Registrable Securities or any managing underwriter, if any, shall
reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable such
sellers or underwriter, if any, to consummate the disposition of the Registrable Securities in such jurisdictions (including keeping such
registration or qualification in effect for so long as such registration statement remains in effect), except that in no event shall the
Company be required to qualify to do business as a foreign corporation in any jurisdiction where it would not, but for the requirements
of this paragraph (d), be required to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general
service of process in any such jurisdiction;


 


(e) promptly notify each Participating
Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any
prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing prospectus has been
filed with the SEC and, with respect to the registration statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus
related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the
registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky”
laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes
aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto,
any document incorporated therein by reference, any free writing prospectus or the information conveyed at the time of sale to any purchaser
containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make
any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting agreement,
securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects
(unless otherwise qualified by materiality in which case such representations and warranties shall cease to be true and correct in all
respects); and, if the notification relates to an event described in clause (v), unless the Company has declared that a Postponement Period
exists, the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies
of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein in the light of the circumstances under which they were made not misleading;


 


(f) make generally available
to its security holders (including by way of filings with the SEC), as soon as reasonably practicable after the effective date of the
registration statement, an earning statement (which need not be audited) covering the period of at least twelve (12) consecutive months
beginning with the first day of the Company’s first calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(g) (i) use its reasonable best
efforts to cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange
on which similar securities issued by the Company are then listed and (ii) comply (and continue to comply) with the requirements of any
self-regulatory organization applicable to the Company, including all corporate governance requirements;


 


(h) cause its senior management,
officers and employees, as applicable, to participate in, and to otherwise facilitate and cooperate with the preparation of the registration
statement and prospectus and any amendments or supplements thereto (including participating in meetings, drafting sessions, due diligence
sessions and rating agency presentations) taking into account the Company’s reasonable business needs;


 



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(i) provide and cause to be
maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the
effective date of such registration statement and, in the case of any secondary equity offering, provide and enter into any reasonable
agreements with a custodian for the Registrable Securities;


 


(j) enter into such customary
agreements (including, if applicable, an underwriting agreement) and take such other actions as the Initiating Holder or the Majority
Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the disposition of such Registrable
Securities (it being understood that the Holders of the Registrable Securities which are to be distributed by any underwriters shall be
parties to any such underwriting agreement);


 


(k) in any underwritten offering,
use its reasonable best efforts (i) to obtain an opinion from the Company’s counsel, including, if customary for underwritten public
offerings by companies in the Company’s industry, regulatory counsel, and a “comfort” letter and updates thereof from
the independent public accountants who have certified the financial statements of the Company (and/or any other financial statements)
included or incorporated by reference in such registration statement, in each case, in customary form and covering such matters as are
customarily covered by such opinion and “comfort” letter (including, in the case of such “comfort” letter, events
subsequent to the date of such financial statements) delivered to underwriters in underwritten public offerings, which opinion and letter
shall be dated the dates such opinion and “comfort” letter are customarily dated and otherwise reasonably satisfactory to
the underwriters, if any, and (ii) furnish to counsel for the Participating Holders and to each underwriter, if any, a copy of such opinions
and letters addressed to such underwriter;


 


(l) furnish without charge to
counsel for the Majority Participating Holders and to each managing underwriter, if any, 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 counsel for the Majority Participating Holders and each managing underwriter, if any, may reasonably request in order
to facilitate the disposition of the Registrable Securities owned by such Holders; provided that the Company shall have no obligation
to furnish any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval
System;


 


(m) use its reasonable best
efforts to prevent the issuance or obtain the prompt withdrawal of any order suspending the effectiveness of the registration statement,
or the prompt lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, in each
case, as promptly as reasonably practicable;


 


(n) provide a CUSIP number for
all Registrable Securities, not later than the effective date of the registration statement;


 


(o) use its reasonable best
efforts to make available its senior management for participation in “road shows” and other marketing efforts and otherwise
provide reasonable assistance to the underwriters (taking into account the Company’s reasonable business needs and the requirements
of the marketing process) in the marketing of Registrable Securities in any underwritten offering;


 


(p) promptly prior to the filing
of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing or
confidential submission of such registration statement), and prior to the filing or use of any free writing prospectus, provide copies
of such document to counsel for the Majority Participating Holders and to each managing underwriter, if any, and make the Company’s
representatives reasonably available for discussion of such document and make such changes in such document concerning the information
regarding the Participating Holders contained therein prior to the filing thereof as counsel for the Majority Participating Holders or
underwriters may reasonably request (provided, however, that, notwithstanding the foregoing, in no event shall the Company
be required to file or confidentially submit any document with the SEC which in the view of the Company or its counsel contains an untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein
not misleading);


 



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(r) cooperate with the Participating
Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive
legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and
registered in such names in accordance with the underwriting agreement at least two (2) Business Days prior to any sale of Registrable
Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating Holders at
least two (2) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities
to release any stop transfer orders in respect thereof (and, in the case of Registrable Securities registered on a Shelf Registration
Statement, at the request of any Holder, prepare and deliver certificates representing such Registrable Securities not bearing any restrictive
legends and deliver or cause to be delivered an opinion or instructions to the transfer agent in order to allow such Registrable Securities
to be sold from time to time);


 


(s) include in any prospectus
or prospectus supplement if requested by any managing underwriter updated financial or business information for the Company’s most
recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the
offering in the view of the managing underwriter;


 


(t) take no action prohibited
by Regulation M under the Exchange Act;


 


(u) use its reasonable best
efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the Participating Holders or the underwriters, if any, to consummate
the disposition of such Registrable Securities;


 


(v) take all such other commercially
reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;


 


(w) take all reasonable action
to ensure that any free writing prospectus utilized in connection with any registration covered by Section 2.1 or 2.2 complies
in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained
in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus
supplement and related documents, will not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(x) in connection with any underwritten
offering, if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the
statements as so amended or supplemented will not, in the light of the circumstances, be misleading; and


 


(y) use reasonable best efforts
to cooperate with the managing underwriters, Participating Holders, any indemnitee of the Company and their respective counsel in connection
with the preparation and filing of any applications, notices, registrations and responses to requests for additional information with
FINRA, Nasdaq, or any other national securities exchange on which the shares of Common Stock are listed.


 


To the extent the Company is
a WKSI at the time any Demand Registration Request is submitted to the Company, the Company shall file an automatic shelf registration
statement (as defined in Rule 405 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3
which covers those Registrable Securities which are requested to be registered. If the Company does not pay the filing fee covering the
Registrable Securities at the time the automatic shelf registration statement is filed, the Company agrees to pay such fee at such time
or times as the Registrable Securities are to be sold in compliance with the SEC rules. If the automatic shelf registration statement
has been outstanding for at least three (3) years, at or prior to the end of the third year the Company shall refile a new automatic shelf
registration statement covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status
the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to refile the shelf registration statement
on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period which such registration
statement is required to be kept effective.


 



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If the Company files any shelf
registration statement for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request
that their Registrable Securities be included in such Shelf Registration Statement, the Company agrees that it shall include in such registration
statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders
in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added
to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment.


 


The Company may require as a
condition precedent to the Company’s obligations under this Section 2.4 that each Participating Holder as to which any registration
is being effected (i) furnish the Company such information regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request (including as required under state securities laws), provided that such information is
necessary for the Company to consummate such registration and shall be used only in connection with such registration and (ii) provide
any underwriters participating in the distribution of such securities such information as the underwriters may request and execute and
deliver any agreements, certificates or other documents as the underwriters may request.


 


Each Holder of Registrable Securities
agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of paragraph
(e) of this Section 2.4, such Holder will discontinue such Holder’s disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by paragraph (e) of this Section 2.4 and, if so directed by the Company, will deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering
such Registrable Securities that was in effect at the time of receipt of such notice. In the event the Company shall give any such notice,
the applicable period mentioned in paragraph (b) of this Section 2.4 shall be extended by the number of days during such period
from and including the date of the giving of such notice to and including the date when each Participating Holder covered by such registration
statement shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4.


 


Except in the case of an Underwritten
Block Trade, the Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities,
or any amendment of or supplement to the prospectus, or any free writing prospectus, which amendment refers to any Holder covered thereby
by name, or otherwise identifies such Holder, without the consent of such Holder, such consent not to be unreasonably withheld or delayed,
unless such disclosure is required by law, in which case the Company shall provide written notice to such Holders no less than five (5)
Business Days prior to the filing.


 


2.5. Registration Expenses.


 


(a) The Company shall pay all
Expenses with respect to any registration or offering of Registrable Securities pursuant to Section 2, whether or not a registration
statement becomes effective or the offering is consummated; provided that the Company shall not be required to pay for any Expenses
of any Demand Registration if the registration request is subsequently withdrawn at the request of the Initiating Holder(s) (in which
case the Initiating Holder(s) shall bear such Expenses pro rata based upon the number of Registrable Securities that were to be included
in the withdrawn registration); provided, further, however, that if, at the time of such withdrawal, the Holders
shall have learned of a material adverse change in the condition, business, or prospects of the Company not known (and not reasonably
available upon request from the Company or otherwise) to the Initiating Holders at the time of their request and have withdrawn the request
with reasonable promptness after learning of such information, then the Initiating Holders shall not be required to pay any of such Expenses.


 


(b) Notwithstanding the foregoing,
(x) the provisions of this Section 2.5 shall be deemed amended to the extent necessary to cause these expense provisions to comply
with state “blue sky” laws of each state in which the offering is made and (y) in connection with any underwritten offering
hereunder, each Participating Holder shall pay all underwriting discounts and commissions and any transfer taxes, if any, attributable
to the sale of such Registrable Securities, pro rata with respect to payments of discounts and commissions in accordance with the number
of shares sold in the offering by such Participating Holder.


 



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2.6. Certain Limitations
on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case
of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith,
all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate
in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes
and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed
in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii)
provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.


 


2.7. Limitations on Sale
or Distribution of Other Securities. Each Holder that is a director or officer of the Company agrees, to the extent requested by the
Manager of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1 (including
any Shelf Underwriting pursuant to Section 2.1) or Section 2.2 (including any offering effected by the Company for its own
account ), not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Common Stock or Common Stock Equivalents
(other than as part of such underwritten public offering) during the time period reasonably requested by the Manager, not to exceed the
period from seven days prior to the pricing date of such offering until ninety (90) days after the pricing date of such offering or such
shorter period as the Manager, the Company or any executive officer or director of the Company shall agree to.


 


2.8. No Required Sale.
Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities
pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration
statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may
sell any of its Registrable Securities in any manner in compliance with applicable law (subject to applicable lock-up restrictions) even
if such shares are already included on an effective registration statement.


 


2.9. Indemnification.


 


(a) In the event of any registration
or offer and sale of any securities of the Company under the Securities Act pursuant to this Section 2, the Company will (without
limitation as to time), and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each
Participating Holder, its directors, officers, employees, stockholders, members, general and limited partners, agents, affiliates, representatives,
successors and assigns (and the directors, officers, employees, stockholders, members, general and limited partners, agents, affiliates,
representatives, successors and assigns thereof), each other Person who participates as a seller (and its directors, officers, employees,
stockholders, members, general and limited partners, agents, affiliates, representatives, successors and assigns) or underwriter, if any,
in the offering or sale of such securities, each officer, director, employee, stockholder, managing director, agent, affiliate, representative,
successor, assign or partner of such underwriter, and each other Person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) such seller or any such underwriter and each director, officer, employee, stockholder,
managing director, agent, affiliate, representative, successor, assign or partner of such controlling Person, from and against any and
all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including
reasonable fees of counsel and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be
unreasonably withheld or delayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect
thereof (collectively, “Claims”), insofar as such Claims arise out of, are based upon, relate to or are in connection
with (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such
securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary, final or summary prospectus or any amendment or supplement thereto, together with the documents
incorporated by reference therein, or any free writing prospectus utilized in connection therewith, or the omission or alleged omission
to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact
in the information conveyed by the Company or any underwriter to any purchaser at the time of the sale to such purchaser, or the omission
or alleged omission to state therein a material fact required to be stated therein, or (iv) any violation by the Company of any federal,
state or common law rule or regulation applicable to the Company and relating to any action required of or inaction by the Company in
connection with any such offering of Registrable Securities, and the Company will reimburse any such indemnified party for any out of
pocket legal or other out of pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such Claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such indemnified
party in any such case to the extent such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material
fact or omission or alleged omission of a material fact made in such registration statement or amendment thereof or supplement thereto
or in any such prospectus or any preliminary, final or summary prospectus or free writing prospectus in reliance upon and in conformity
with written information furnished to the Company by or on behalf of such indemnified party specifically for use therein. Such indemnity
and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified
party and shall survive the transfer of such securities by such seller.


 



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(b) Each Participating Holder
(and, if the Company requires as a condition to including any Registrable Securities in any registration statement filed in accordance
with Section 2.1 or 2.2, any underwriter) shall, severally and not jointly, indemnify and hold harmless (in the same manner
and to the same extent as set forth in paragraph (a) of this Section 2.9) to the extent permitted by law the Company, its officers
and its directors, each Person controlling the Company within the meaning of the Securities Act and all other prospective sellers and
their directors, officers, stockholders, fiduciaries, managing directors, agents, affiliates, representatives, successors, assigns or
general and limited partners and respective controlling Persons with respect to any untrue statement or alleged untrue statement of any
material fact in, or omission or alleged omission of any material fact from, such registration statement, any preliminary, final or summary
prospectus contained therein, or any amendment or supplement thereto, or any free writing prospectus utilized in connection therewith,
if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information
furnished to the Company or its representatives by or on behalf of such Participating Holder or underwriter, specifically for use therein,
and each such Participating Holder or underwriter shall reimburse such indemnified party for any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided,
however, that the aggregate amount which any such Participating Holder shall be required to pay pursuant to this Section 2.9
(including pursuant to indemnity, contribution or otherwise) shall in no case be greater than the amount of the net proceeds received
by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement giving rise to such Claim;
provided, further, that such Participating Holder shall not be liable in any such case to the extent that prior to the filing
or confidential submission of any such registration statement or prospectus or amendment thereof or supplement thereto, or any free writing
prospectus utilized in connection therewith, such Participating Holder has furnished in writing to the Company information expressly for
use in such registration statement or prospectus or any amendment thereof or supplement thereto or free writing prospectus which corrected
or made not misleading information previously furnished to the Company. The Company and each Participating Holder hereby acknowledge and
agree that, unless otherwise expressly agreed to in writing by such Participating Holders to the contrary, for all purposes of this Agreement,
the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary, final or summary
prospectus or amendment or supplement thereto, or any free writing prospectus, are statements specifically relating to (i) the beneficial
ownership of shares of Common Stock by such Participating Holder and its Affiliates as disclosed in the section of such document entitled
“Selling Stockholders” or “Principal and Selling Stockholders” and (ii) the name and address of such Participating
Holder. If any additional information about such Holder or the plan of distribution (other than for an underwritten offering) is required
by law to be disclosed in any such document, then such Holder shall not unreasonably withhold its agreement referred to in the immediately
preceding sentence. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder.


 


(c) Indemnification similar
to that specified in the preceding paragraphs (a) and (b) of this Section 2.9 (with appropriate modifications) shall be given by
the Company and each Participating Holder with respect to any required registration or other qualification of securities under any applicable
securities and state “blue sky” laws.


 



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(d) Any Person entitled to indemnification
under this Agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding with respect
to which a claim for indemnification may be made pursuant to this Section 2.9, but the failure of any indemnified party to provide
such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 2.9, except
to the extent the indemnifying party is prejudiced thereby and shall not relieve the indemnifying party from any liability which it may
have to any indemnified party otherwise than under this Section 2.9. In case any action or proceeding is brought against an indemnified
party and such indemnified party shall have notified the indemnifying party of the commencement thereof (as required above), the indemnifying
party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict
of interest between such indemnified and indemnifying parties exists in respect of such Claim, to assume the defense thereof jointly with
any other indemnifying party similarly notified, to the extent that it chooses, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party that it so chooses, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided, however, if such indemnified party who is a defendant
in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one
or more legal or equitable defenses available to such indemnified party which are not available to the indemnifying party or which may
conflict with or be different from those available to another indemnified party with respect to such Claim; or (iii) if representation
of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case,
the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of
counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have
made a conclusion described in clause (ii) or (iii) above) and the indemnifying party shall be liable for any expenses therefor. No indemnifying
party shall be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably
withheld or delayed), but if settled with such consent or if there be a final judgment for the plaintiff, such indemnifying party agrees
to indemnify each indemnified party from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment.
No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent
to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or
claim and (B) does not include a statement as to or an admission of fault or culpability, by or on behalf of any indemnified party.


 


(e) If for any reason the foregoing
indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections 2.9(a), (b)
or (c), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party as a result
of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified
party, on the other hand, with respect to such Claim. The relative fault 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 the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence
is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party
and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and
equitable if any contribution pursuant to this Section 2.9(e) were to be 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 preceding sentences of this Section 2.9(e).
The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such Claim. 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. Notwithstanding anything in this Section 2.9(e) to the contrary, no indemnifying party (other than the Company)
shall be required pursuant to this Section 2.9(e) to contribute any amount greater than the amount of the net proceeds received
by such indemnifying party from the sale of Registrable Securities pursuant to the registration statement giving rise to such Claim, less
the amount of any indemnification payment made by such indemnifying party pursuant to Sections 2.9(b) and (c). In addition,
no Holder of Registrable Securities or any Affiliate thereof shall be required to pay any amount under this Section 2.9(e) unless
such Person or entity would have been required to pay an amount pursuant to Section 2.9(b) if it had been applicable in accordance
with its terms.


 



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(f) The indemnity and contribution
agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may
have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted
by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.


 


(g) The indemnification and
contribution required by this Section 2.9 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 


2.10. No Inconsistent Agreements.
The Company shall not hereafter enter into any agreement with respect to the registration of its securities that conflicts in any material
respects with the rights granted to the Holders in this Agreement. Notwithstanding the foregoing, the Company and the Holders hereby acknowledge
that the Company has granted resale registration rights to certain holders of Company securities in the 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.


 


Section 3. Underwritten Offerings.


 


3.1. Requested Underwritten
Offerings. If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 2,
the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory
in form and substance to the Initiating Holders and the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions
of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and
such other terms as are generally prevailing in agreements of that type, including indemnities and contribution agreements on substantially
the same terms as those contained herein or as otherwise customary for the lead underwriter. Every Participating Holder shall be a party
to such underwriting agreement. Each Participating Holder shall not be required to make any representations or warranties to or agreements
with the Company or the underwriters other than customary representations of a selling shareholder, including representations, warranties
or agreements regarding its ownership of and title to the Registrable Securities, any written information specifically provided by such
Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating
Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case
be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant
to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided
by such Holder for use in the registration statement and prospectus.


 


3.2. Piggyback Underwritten
Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting
agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration
shall be subject to such underwriting agreement. Each such Participating Holder shall not be required to make any representations or warranties
to or agreements with the Company or the underwriters other than customary representations of a selling shareholder, including representations,
warranties or agreements regarding its ownership of and title to the Registrable Securities, any written information specifically provided
by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of
such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount
of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement
and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the
registration statement and prospectus.


 



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Section 4. General.


 


4.1. Adjustments Affecting
Registrable Securities. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Registrable
Securities, to any and all shares of capital stock of the Company, any successor or assign of the Company (whether by merger, share exchange,
consolidation, sale of assets or otherwise) or any Subsidiary or parent company of the Company which may be issued in respect of, in exchange
for or in substitution of, Registrable Securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits,
combinations, recapitalizations and the like occurring after the date hereof.


 


4.2. Rule 144. The
Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports
required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended
(“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make
publicly available other information so long as necessary to permit sales by such Holder under Rule 144, or any similar rules or regulations
hereafter adopted by the SEC, and (ii) it will 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 Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144, or any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder
of Registrable Securities, the Company will promptly deliver to such Holder a written statement as to whether it has complied with such
requirements.


 


4.3. Nominees for Beneficial
Owners. If Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its
option, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder or Holders of
Registrable Securities pursuant to this Agreement (or any determination of any number or percentage of shares constituting Registrable
Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement); provided, however,
that the Company shall have received evidence reasonably satisfactory to it of such beneficial ownership.


 


4.4. Amendments and Waivers.
Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against
the Company or any Holder unless such modification, amendment or waiver is approved in writing by the Company and the Holders holding
a majority of the Registrable Securities then held by all Holders; provided that notwithstanding the foregoing, (i) any amendment
hereto or waiver hereof that by its terms adversely affects one Holder, solely in its capacity as a Holder of Registrable Securities,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected
and (ii) any amendment or waiver hereof that materially and adversely affects Gulf Islamic Investments (“GII”) shall
require the consent of GII so long as it holds at least ten percent (10%) or more of the outstanding shares of Common Stock of the Company.
No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether
or not similar). No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof or of any other or future exercise of any such right, power or privilege.


 


4.5. Notices. All notices,
demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and
shall be deemed to have been given (i) if personally delivered, on the date of delivery, (ii) if delivered by express courier service
of national standing (with charges prepaid), on the Business Day following the date of delivery to such courier service, (iii) if deposited
in the United States mail, first-class postage prepaid, on the fifth (5th) Business Day following the date of such deposit, (iv) if delivered
by facsimile transmission, upon confirmation of successful transmission, (x) on the date of such transmission, if such transmission is
completed at or prior to 5:00 p.m., local time of the recipient party on a Business Day, and (y) on the next Business Day following the
date of transmission, if such transmission is completed after 5:00 p.m., local time of the recipient party, or is transmitted on a day
that is not a Business Day, or (v) if via e-mail communication, on the date of delivery. All notices, demands and other communications
hereunder shall be delivered as set forth below and to any subsequent holder of Stock subject to this Agreement at such address as indicated
by the Company’s records, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:


 


if to the Company, to:


zSpace Technologies, Inc.


2050 Gateway Place


Ste. 100-302


San Jose, California 95110


Attention: Chief Executive Officer


 


if to any Holder, to the address set
forth opposite the name of such Holder on the signature pages hereto or such other address indicated in the records of the Company.


 



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4.6. Successors and Assigns.
Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, whether so expressed
or not. This Agreement may not be assigned by the Company without the prior written consent of the Holders. No Holder shall have the right
to assign all or part of its or his rights and obligations under this Agreement to any Person without the consent of the Company and unless
such Person duly executes and delivers to the Company a Joinder Agreement. Upon any such assignment, such assignee shall have and be able
to exercise and enforce all rights of the assigning Holder which are assigned to it and, to the extent such rights are assigned, any reference
to the assigning Holder shall be treated as a reference to the assignee. If any Holder shall acquire additional Registrable Securities,
such Registrable Securities shall be subject to all of the terms, and entitled to all the benefits, of this Agreement. Additional Persons
may become parties to this Agreement as Holders with the consent of the Company (not to be unreasonably withheld or delayed), by executing
and delivering to the Company the Joinder Agreement.


 


4.7. Termination.


 


This Agreement shall terminate
upon the earlier of (i) the seventh anniversary of the date of this Agreement; or (ii) with respect to any Holder (A) the date on which
all 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) the date on which such the Holder is eligible to sell its Registrable Securities pursuant to Rule 144 (without
limitation as to volume, manner of sale or other restrictions or limitations thereunder); provided that Section 2.5, Section
2.9, Section 4.9 and Section 4.13 shall survive termination of this Agreement.


 


4.8. Entire Agreement.
This Agreement and the other documents referred to herein or delivered pursuant hereto which form part hereof constitute the entire agreement
and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.


 


4.9. Governing Law; Jurisdiction;
Waiver of Jury Trial.


 


(a) This Agreement will be governed
by, and construed in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws thereof.


 


(b) Any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought against
any of the parties in the United States District Court for the Southern District of New York or any New York state court located in New
York, New York, and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate
courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding
may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.


 


4.10. Interpretation; Construction.


 


(a) The table of contents and
headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to
limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, such reference shall
be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”


 



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(b) The parties have participated
jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties, 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.


 


4.11. Counterparts.
This Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail), each
of which shall be an original, but all of which together shall constitute one and the same agreement.


 


4.12. Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person
or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry
out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of
this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability,
nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in
any other jurisdiction.


 


4.13. Specific Enforcement.
It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by
any party hereto and, accordingly, that this Agreement shall be specifically enforceable, in addition to any other remedy to which such
injured party is entitled at law or in equity, and that any breach of this Agreement shall be the proper subject of a temporary or permanent
injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such
breach or threatened breach or an award of specific performance is not an appropriate remedy for any reason at law or equity and agrees
that a party’s rights would be materially and adversely affected if the obligations of the other parties under this Agreement were
not carried out in accordance with the terms and conditions hereof. Each party further agrees that no party shall be required to obtain,
furnish or post any bond or similar instrument in connection with or as a condition to obtain any remedy referred to in this Section
4.13, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or
similar instrument.


 


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


 


4.15. [Reserved]


 


4.16. Opt-Out Requests.
Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public
offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this
Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder
(an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and
other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder
to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information
within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if
no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke
such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided
that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection
with any such Opt-Out Requests.


 


4.17. Original Registration
Rights Agreement. (a) EdtechX Sponsor Group hereby agrees that upon execution of this Agreement by EdtechX Sponsor Group, the Original
Registration Rights Agreement shall be automatically terminated and superseded in its entirety by this Agreement. (b) The Company represents
and warrants that no person, other than a Holder of Registrable Securities under this Agreement and the PIPE Subscription Agreements,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in
any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further,
the Company represents and warrants that 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.


 


4.18. Limitations
on Registration Rights. Notwithstanding anything herein to the contrary, any Investor that is a member of the Financial Industry Regulatory
Authority Inc. (i) may not exercise its rights under Section 2.1 and 2.2 hereunder after five (5) and seven (7) years after
the effective date of the registration statement relating to the Company’s initial public offering, respectively, and (ii) may not
exercise its rights under Section 2.1 more than one time.


  


[Remainder of Page Intentionally Left Blank]


 




    21


     


    

 


IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the date first above written.


 


	 	THE COMPANY:
	 	 
	 	
    zSpace Technologies, Inc.




	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:


 


	 	HOLDERS
	 	 
	 	
    IBIS Capital Sponsor II LLC

    

	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	
    

    IBIS Capital Sponsor II EdtechX LLC

    

	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	
    JEFFERIES LLC

    

	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:



 



    22


     


    

 


	 	
    A1 Capital Advisory Asia Limited

    

	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	
    Gulf Islamic Investments LLC 

	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:


 


[OTHER HOLDERS]


 




    23


     


    

 


Exhibit A


 


JOINDER AGREEMENT


 


This Joinder Agreement (this
“Joinder Agreement”) is made as of [ ], by [and among [ ] (the “Transferring Holder”) and]
[ ] (the “New Holder”), in accordance with that certain Amended and Restated Registration Rights Agreement, dated as
of [●], 2022 (as amended from time to time, the “Agreement”), by and among zSpace Technologies, Inc. (the “Company”)
and the other Holders party thereto.


 


WHEREAS, the Agreement
requires the New Holder to become a party to the Agreement by executing this Joinder Agreement, and upon the New Holder signing this Joinder
Agreement, the Agreement will be deemed to be amended to include the New Holder as a Holder thereunder;


 


NOW, THEREFORE, in
consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, and intending to be
legally bound hereby, the parties hereto agree as follows:


 


Section 1. Party to the
Agreement. By execution of this Joinder Agreement, as of the date hereof the New Holder is hereby made a party to the Agreement as
a Holder. The New Holder hereby agrees to become a party to the Agreement and to be bound by, and subject to, all of the representations,
covenants, terms and conditions of the Agreement in the same manner as if the New Holder were an original signatory to the Agreement.
Execution and delivery of this Joinder Agreement by the New Holder shall also constitute execution and delivery by the New Holder of the
Agreement, without further action of any party.


 


Section 2. Defined Terms.
Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement unless otherwise noted.


 


Section 3. Representations
and Warranties of the New Holder.


 


3.1. Authorization. The
New Holder has all requisite power and authority and has taken all action necessary in order to duly and validly approve the New Holder’s
execution and delivery of, and performance of its obligations under, this Joinder Agreement. This Joinder Agreement has been duly executed
and delivered by the New Holder and constitutes a legal, valid and binding agreement of the New Holder, enforceable against the New Holder
in accordance with its terms.


 


3.2. No Conflict. The
New Holder is not under any obligation or restriction, nor shall it assume any such obligation or restriction, that does or would materially
interfere or conflict with the performance of its obligations under this Joinder Agreement.


 


Section 4. Further Assurances.
The parties agree to execute and deliver any further instruments or perform any acts which are or may become necessary to effectuate the
purposes of this Joinder Agreement.


 


Section 5. Governing
Law. This Joinder Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without
giving effect to the principles of conflict of laws thereof.


 


Section 6. Counterparts. This Joinder Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument.


  


Section 7. Entire Agreement.
This Joinder Agreement and the Agreement contain the entire understanding, whether oral or written, of the parties hereto with respect
to the matters covered hereby. Any amendment or change in this Joinder Agreement shall not be valid unless made in writing and signed
by each of the parties hereto.


 


[Signature pages follow]


 




    A-1


     


    

 


IN WITNESS WHEREOF,
intending to be legally bound hereby, the undersigned parties have executed this Joinder Agreement as of the date first above written.


 


	 	[TRANSFERRING HOLDER]
	 	 	 
	 	[ ]	 
	 	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:
	 	 


NEW HOLDER



	 	 	 
	 	[ ]	 
	 	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:
	 	 


Notice Address: [ ]



	 	[ ]	 
	 	[ ]	 
	 	 	 
	 	Attn: [ ]
	 	Facsimile: [ ]



 




    A-2


     


    

 


Accepted and Agreed to as of

the date first written above:


 


	COMPANY:	 
	

zSpace Technologies, Inc.	 
	 	 
	By: 		 
	 	Name:	 
	 	Title:	 


 















A-3