Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Adverse Disclosure" means any public disclosure of material non-public information that, in the reasonable good faith judgment of the Board of Directors of the Company, (a) would be required to be made in a Registration Statement or Prospectus in order for the applicable Registration Statement or Prospe

Section 1.2 Rules of Construction. Unless the context otherwise requires: (a) All references in this Agreement to "Sections," "Exhibits," and "Schedules" are to Sections of, and Exhibits and Schedules attached to, this Agreement. (b) The headings and titles of the Sections and Exhibits of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. (c) The

Section 2.1 Right to Demand. At any time and from time to time commencing after the expiration of the Lock-Up Period (as defined in the Letter Agreement dated June 25, 2021), any Demand Right Holder may deliver a Demand Notice to the Company requesting that the Company register all or any part of such Demand Right Holder's Registrable Securities under the Securities Act. The Demand Notice shall specify (a) the number

Section 2.2 Notice to Other Holders. Upon receipt of a Demand Notice, the Company shall promptly (and in any event within ten (10) business days after receipt thereof) give written notice of such proposed Demand Registration to all other Holders of Registrable Securities. Such notice shall describe the proposed registration, including the number and type of Registrable Securities to be registered, the intended method

Section 2.3 Filing and Effectiveness. Following receipt of a Demand Notice in compliance with Section 2.1 (together with any requests from other Holders received pursuant to Section 2.2), the Company shall: (a) file a Registration Statement covering the Registrable Securities specified in the Demand Notice (and any Registrable Securities requested to be included by other Holders pursuant to Section 2.2) as promptly a

Section 2.4 Shelf Registration. At the written request of any Demand Right Holder, the Company shall file a Shelf Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3, on Form S-1 or such other appropriate form under the Securities Act) covering the resale of all Registrable Securities held by the Holders on a delayed or continuous basis pursuant to Rule 415 under the Securities

Section 2.5 Suspension / Blackout. Notwithstanding anything to the contrary contained in this Section 2, the Company may postpone the filing or effectiveness of a Registration Statement, or suspend the use of any Prospectus forming part of a Registration Statement, for a period not to exceed sixty (60) consecutive days (each such period, a "Suspension Period") if the Board of Directors of the Company determines in go

Section 2.6 Number of Demand Registrations. The Demand Right Holders shall be entitled to an aggregate of three (3) Demand Registrations under this Section 2. A Demand Registration shall not be counted as one of the three (3) permitted Demand Registrations if: (a) the Registration Statement relating thereto does not become effective or is not maintained effective for the requisite period specified in Section 2.3(c) (

Section 2.7 Minimum Amount. The Company shall not be required to effect a Demand Registration unless the Registrable Securities to be registered in connection with such Demand Registration have an aggregate market value (based on the closing price of the Class A Common Stock on the Nasdaq Capital Market on the trading day immediately preceding the date of the Demand Notice) of at least $10,000,000. For purposes of th

Section 2.8 Timing Restrictions. Notwithstanding anything to the contrary contained in this Section 2, the Company shall not be required to effect a Demand Registration: (a) during the period commencing thirty (30) days prior to the Company's estimated filing date of, and ending ninety (90) days following the effective date of, a Company-initiated registration statement (other than a registration statement on Form S-

Section 2.9 Underwritten Offerings. If a Demand Registration involves an underwritten offering: (a) Selection of Underwriter(s). The Demand Right Holder(s) initiating the demand shall have the right to select the managing underwriter or underwriters for such underwritten offering, subject to the Company's prior written approval (such approval not to be unreasonably withheld, conditioned, or delayed). (b) Underwriting

Section 3.1 Right to Include. If at any time after the Closing Date the Company proposes to register any of its securities under the Securities Act (whether for its own account or for the account of any stockholder of the Company), other than (a) a registration on Form S-4 or Form S-8, or any successor forms thereto, (b) a registration relating solely to the offer and sale of securities to employees, directors, or co

Section 3.2 Priority in Piggyback Registrations. If the managing underwriter of an underwritten offering for which the Holders have exercised Piggyback Registration rights advises the Company that, in the managing underwriter's reasonable opinion, the total amount of securities requested to be included in such offering exceeds the amount that can be sold in such offering without materially and adversely affecting the

Section 3.3 Withdrawal. Any Holder of Registrable Securities may withdraw all or any portion of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice of withdrawal to the Company. Upon receipt of such notice, the Company shall use its commercially reasonable efforts to remove from such Registration Statemen

Section 3.4 No Obligation to Proceed. Nothing in this Section 3 shall create any obligation on the part of the Company to register any of its securities for its own account or for the account of any other stockholder, or to include any securities other than those of the Company in any registration initiated by the Company. The Company's decision to file a registration statement for its own account shall be made in th

Section 4.1 Company Bears Expenses. All Registration Expenses incurred in connection with any Demand Registration or Piggyback Registration effected (or sought to be effected) under this Agreement shall be borne by the Company, regardless of whether any such registration is completed or any Registration Statement is declared effective. As used in this Agreement, "Registration Expenses" means all fees, costs, and expe

Section 4.2 Selling Expenses. Notwithstanding Section 4.1 above, each selling Holder shall bear its proportionate share (based on the number of Registrable Securities sold by such Holder relative to the aggregate number of Registrable Securities sold by all selling Holders in such offering) of all underwriting discounts, selling commissions, and transfer taxes, if any, applicable to the sale of such Holder's Registra

Section 5.1 Company Obligations. Whenever the Company is required to effect the registration of Registrable Securities under this Agreement, the Company shall use its commercially reasonable efforts to effect such registration in a manner that permits the sale and distribution of the Registrable Securities in accordance with the intended method or methods of disposition specified in the applicable Registration Statem

Section 5.2 Holder Obligations. In connection with any registration effected under this Agreement: (a) Each selling Holder shall furnish to the Company in writing such information and documents regarding itself, its Registrable Securities, and the intended method or methods of disposition of the Registrable Securities held by such Holder as the Company may reasonably request in order to prepare the Registration State

Section 5.3 Rule 144 Reporting. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration under the Securities Act, the Company shall: (a) make and keep available adequate current public information with respect to the Company, as those terms are un

Section 6.1 Indemnification by the Company. The Company shall indemnify, defend, and hold harmless each selling Holder of Registrable Securities, each underwriter (if any) who participates in an offering of Registrable Securities, and each of their respective officers, directors, members, partners, employees, agents, and representatives, and each person who controls (within the meaning of Section 15 of the Securities

Section 6.2 Indemnification by Selling Holders. Each selling Holder of Registrable Securities shall, severally and not jointly, indemnify, defend, and hold harmless the Company, each of its directors, each of its officers who signed the applicable Registration Statement, each underwriter (if any) who participates in an offering of such Holder's Registrable Securities, and each person who controls (within the meaning

Section 6.3 Contribution. If the indemnification provided for in Sections 6.1 and 6.2 above is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any Losses for which such indemnified party is entitled to indemnification hereunder, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as

Section 6.4 Notice of Claims. An indemnified party shall give prompt written notice to the indemnifying party of any claim, action, suit, or proceeding (each, a "Claim") for which indemnification or contribution may be sought under this Section 6 (including a description in reasonable detail, to the extent known, of the facts and circumstances giving rise to such Claim and an estimate, if practicable, of the amount o

Section 6.5 Survival. The indemnification and contribution obligations of the parties under this Section 6 shall survive the sale or other transfer of any Registrable Securities by any Holder and the termination of this Agreement, and shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party. SECTION 7. LOCK-UP

Section 7.1 Lock-Up in Underwritten Offerings. In connection with any underwritten offering of the Company's equity securities (whether pursuant to a Demand Registration, a Piggyback Registration, or otherwise), each Holder shall, if and to the extent requested by the managing underwriter(s), enter into a customary lock-up agreement pursuant to which such Holder agrees not to (a) offer, sell, contract to sell, pledge

Section 8.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 8.2 Consent to Jurisdiction; Waiver of Jury Trial. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state court sitting in the Borough of Manhattan in the City of New York, or any federal court of the United States of America sitting in the Southern District of New York, and any appellate court from any thereof, for the purposes of any action, suit, or proceeding

Section 8.3 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally to the recipient, (b) when sent by confirmed electronic mail (with a copy sent by another method specified herein within two (2) business days thereafter), (c) one (1) busine

Section 8.4 Entire Agreement. This Agreement (together with the Letter Agreement, the Underwriting Agreement, and the other documents and instruments referenced herein) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, arrangements, and understandings, both written and oral, among the parties with respect to the subject matter here

Section 8.5 Term; Termination. This Agreement shall be effective as of the date first written above and shall continue in full force and effect until the earlier of (a) such time as no Registrable Securities remain outstanding and (b) the written agreement of the Company and all Holders to terminate this Agreement. This Agreement shall terminate with respect to any particular Holder at such time as such Holder no lon

Section 8.6 Amendments and Waivers. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by the Company and Holders holding at least a majority-in-interest of the then-outstanding Registrable Securities (determined on an as-converted and as-exercised basis). No amendment, modification, or supplement shall be effective unless made in accordance with this Section 8.6. Any

Section 8.7 Successors and Assigns; Joinder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns. The rights and obligations of a Holder under this Agreement may not be assigned or delegated except as provided in this Section 8.7. A Holder may assign its rights under this Agreement, in whole

Section 8.8 Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission shall be equally as effec

Section 8.9 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable in any jurisdiction, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated