Common use of Short-Form Registrations Clause in Contracts

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date on which the Company becomes eligible to register securities issued by it on Investors holding a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) majority of the Registrable Securities then outstanding will Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares, (iii) the Investors holding a majority of the PIPE Shares (including any Common Stock issuable in respect of any Series B-1 Preferred Stock that was exchanged for PIPE Shares), (iv) the Deerfield Parties and (v) the OEP Parties, in each case, shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such request, already effected three (3) Short-Form Registrations for the holders of Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.2, 2(c). Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the Company will give written notice managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition The Company will use its reasonable best efforts to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date qualify for registration on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-comparable or successor form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, forms or any similar short-form registration (“Short-Form Demand Registrations” Registration”), and, together with if requested by the Long-Form Demand RegistrationLead Investor and available to the Company, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds will be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of the Registrable Securities, pursuant to Rule 415, and to that end the Company will register (whether or not required by law to do so) the Common Shares under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. Following the IPO, the Lead Investor will be entitled to request at any time and from time to time an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by the CD&R Investors, in addition to the registration rights provided in Section 1(a), provided that the Company will not be obligated to effect any registration pursuant to this Section 2 (i) within 90 days after the effective date of any Registration Statement of the Company hereunder or (ii) unless the value of Registrable Securities of the CD&R Investors included in the applicable Registration Request is at least $2,000,00020 million or such lower amount as agreed by the Requisite Additional Investors. Promptly after its receipt of any request pursuant to this Section 2.2for a Short-Form Registration, the Company will give written notice of such request to all other holders of Registrable Securities Holders, and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make register, in accordance with the provisions of this Agreement, all Registrable Securities that any Holder has requested in writing to be registered by no later than the fifth Business Day after the date of such notice. The Company will pay all Registration Expenses incurred in connection with any Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formRegistration. If any Demand Registration is proposed to be a Short-Form Demand Registration is to be and an underwritten Public Offeringoffering, and if the underwriters for marketing or other reasons request managing underwriter shall advise the inclusion Company that, in its opinion, it is of material importance to the success of such proposed offering to file a registration statement of on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information which is not required under the Securities Act to be included in a Short-Form Registration, then the Company will file a registration statement on the applicable form for Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter (it being understood and agreed that any such registration shall not count as a “Demand Registration, ” for purposes of calculating how many “Demand Registrations” the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2Lead Investor has initiated), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition Subject to the Long-Form Demand Registration provided pursuant qualifications set forth herein and subject to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under limitations that the Securities Act of all or part of their Registrable Securities on Form S-3and Exchange Commission may impose, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. i) Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities and HOVRS Registrable Securities requested to be sold) and (ii) the Clearlake Investors may, in connection with any Demand Registration requested by such holders that is a Short-Form Demand Registration, require the Company to use its commercially reasonable efforts to file such Short-Form Registration is with the Securities and Exchange Commission in accordance with and pursuant to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required Rule 415 under the Securities Act (or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a "Shelf Registration"). Notwithstanding anything in this Agreement to the contrary, if the Securities and Exchange Commission refuses to declare a registration statement filed pursuant to this Agreement effective as a valid secondary offering under Rule 415 due to the number of Registrable Securities and HOVRS Registrable Securities included in such registration statement relative to the number of shares of Common Stock outstanding or the number of outstanding shares of Common Stock held by non-affiliates or for any other reason, then, without any liability under this Agreement or any further obligation to register such excess Registrable Securities and HOVRS Registrable Securities, the Company shall be permitted to reduce the number of Registrable Securities and HOVRS Registrable Securities included in such registration statement (pro rata, based on the number of shares requested to be registered, among the holders of such Registrable Securities and HOVRS Registrable Securities) to an amount that does not exceed an amount that the Securities and Exchange Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415. The Company shall not be liable for damages under this Agreement as to any Registrable Securities or HOVRS Registrable Securities which are not permitted by the Securities and Exchange Commission to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated due to effect an unlimited number of, but shall not be obligated Securities and Exchange Commission guidance relating to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2Rule 415.

Short-Form Registrations. In addition The holders of a majority of the Registrable Securities, as a group, shall be entitled to the Longrequest registration on Form S-3, or any similar form (each, a “Short-Form Demand Registration provided pursuant to Section 2.1 aboveRegistration”), commencing the date on in which the Company becomes eligible to register securities issued by it on a shall pay Registration Expenses as provided in Section 6 of this Agreement; provided that, except in the case of one non-underwritten Short-Form S-3 or any similar short-form registrationRegistration (the “Excepted Registration”), the holders of at least twenty-five percent (25%) aggregate offering value of the Registrable Securities then outstanding will requested to be entitled to request registrations registered in any Short-Form Registration which is qualified under Rule 415 under the Securities Act of all or part of their Registrable Securities on Form S-3, if available must be equal to at least $5,000,000 and which contemplates an underwritten offering must be equal to at least $10,000,000. The offering contemplated by the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Excepted Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securitiesshall not be underwritten. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a The Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If a request for a Demand Registration is for a shelf registration pursuant to Rule 415 of the Securities Act, the Company shall use its reasonable best efforts to keep such shelf registration continuously effective for up to 9 months following such registration, but not later than the date on which all of the Registrable Securities covered by such shelf registration may be an underwritten Public Offering, and if the underwriters for marketing sold without limitation or other reasons request the inclusion in the registration statement of information which is not required restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect); provided, however, that prior to be included in a the termination of such shelf registration statement on prior to the applicable form expiration of such maximum period for the Short-Form Demand Registrationreason that such Registrable Securities may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act or any successor provision having similar effect, the Company will provide shall first furnish to each holder of Registrable Securities participating in such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.shelf registration

Short-Form Registrations. In addition Subject to the Long-Form Demand Registration provided pursuant qualifications set forth herein and subject to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under limitations that the Securities Act of all or part of their Registrable Securities on Form S-3and Exchange Commission may impose, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. i) Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities requested to be sold) and (ii) the Sponsors may, in connection with any Demand Registration requested by such holders that is a Short-Form Demand Registration, require the Company to use its commercially reasonable efforts to file such Short-Form Registration is with the Securities and Exchange Commission in accordance with and pursuant to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required Rule 415 under the Securities Act (or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a "Shelf Registration"). Notwithstanding anything in this Agreement to the contrary, if the Securities and Exchange Commission refuses to declare a registration statement filed pursuant to this Agreement effective as a valid secondary offering under Rule 415 due to the number of Registrable Securities included in such registration statement relative to the number of shares of Common Stock outstanding or the number of outstanding shares of Common Stock held by non-affiliates or for any other reason, then, without any liability under this Agreement or any further obligation to register such excess Registrable Securities, the Company shall be permitted to reduce the number of Registrable Securities included in such registration statement to an amount that does not exceed an amount that the Securities and Exchange Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415. The Company shall not be liable for damages under this Agreement as to any Registrable Securities which are not permitted by the Securities and Exchange Commission to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated due to effect an unlimited number of, but shall not be obligated Securities and Exchange Commission guidance relating to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2Rule 415.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration2(b), the holders of at least twenty-five percent Whitney Holders (25%collectively) of and the Registrable Securities then outstanding will Bain Holders (collectively) shall each be entitled to request registrations under the Securities Act pursuant to Section 2(a) an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with Registrations in which the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Company shall pay all Registration Expenses whether or not any such Short-Form Registration exceeds has become effective; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $2,000,00025,000,000. Promptly after receipt of any request pursuant to this Section 2.2, Demand Registrations shall be Short-Form Registrations whenever the Company will give written notice is permitted to use any applicable short form registration and if the managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once After the Company has become subject to the reporting requirements of the Exchange Act, the Company will shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities and to remain qualified so that Short-Form Registrations continue to be available for such offer and sale. If the Majority Whitney Holders and the Majority Bain Holders request that a Short-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”) and the Company is eligible to do so, the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if the Company is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company shall cause the Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration, (ii) the date as of which there are no longer in existence any Registrable Securities covered by the Shelf Registration and (iii) an earlier date agreed to in writing by both the Majority Whitney Holders and the Majority Bain Holders. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, the Company shall prepare and file with the Securities and Exchange Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date on which the Company becomes eligible to register securities issued by it on Investors holding a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) majority of the Registrable Securities then outstanding will Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares and (iii) the Investors holding a majority of the PIPE Shares shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such request, already effected three (3) Short-Form Registrations for the holders of Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.2, 2(c). Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the Company will give written notice managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registrationparagraph 1(b), the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under Short Form Registrations; provided, that (i) the Securities Act holders of all or part of their Preferred Registrable Securities on may only initiate up to four (4) Short-Form S-3, if available Registrations (each a "Demand Short-Form Registration") with respect to their Preferred Registrable Securities in any fiscal year of the Company, or any similar short-form registration (“which number shall be reduced by the number of previously consummated Demand Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any Registrations by such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Preferred Registrable Securities with respect to which such securities in such fiscal year, (ii) the Company has received written requests for inclusion within 15 days after delivery holders of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Note Registrable Securities may only initiate four (4) Demand Short-Form Registrations with respect to their Note Registrable Securities in any fiscal year and (iii) the holders of the Warrant Registrable Securities (other than the holders of Series E Warrants who shall have no Demand Registrations available for the sale of Registration rights hereunder) may only initiate two (2) Demand Short-Form Registration with respect to their Warrant Registrable SecuritiesSecurities in any fiscal year. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If The Company will use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. The holders of Registrable Securities agree that they will not request a Long-Form Registration when the Company is eligible to use a Short-Form Demand Registration; provided, that the Company agrees to include in the prospectus included in any Short-Form Registration Statement, such material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by any of the shareholders selling securities pursuant to be an underwritten Public Offeringsuch registration statement, and if whether or not the underwriters form used for marketing or other reasons request such registration statement requires the inclusion in of such information. The Company will not be obligated to effect any Demand Short-Form Registration unless the registration statement anticipated aggregate offering price, net of information which is not required under underwriting discounts and commissions, of the Securities Act Common Stock to be included in a registration statement on the applicable form for the such Demand Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two Registration exceeds one million dollars (2$1,000,000), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration1(b), the holders of at least twenty-five percent Registrable Securities that hold (25%in the aggregate, together with such holder(s) Affiliates) greater than or equal to 5% of the Registrable Securities then outstanding will (each, a “Major Holder”) shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with Registrations in which the Long-Form Demand Registration, “Demand Registrations”)Company shall pay all Registration Expenses; provided, however, provided that the anticipated aggregate offering amount value of the Registrable Securities included requested to be registered in any such Short-Form Registration exceeds must equal at least $2,000,000. Promptly after receipt 5,000,000; provided that the Company shall not be required to pay Registration Expenses of any request Short-Form Registrations requested pursuant to this Section 2.21(c) in excess of two (2) such registrations in any twelve (12) month period. Demand Registrations (including Long-Form Registrations, with it being understood that Long-Form Registrations on any applicable short form shall not be counted against the number of available requests under Section 1(b)) shall be Short-Form Registrations whenever the Company will give written notice is permitted to use any applicable short form and if the managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will shall use its commercially reasonable best efforts to make Short-Form Demand Registrations on Form S-3 available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever If the Company is permitted qualified to use any applicable short form. If and, pursuant to the request of the requesting Major Holder, has filed with the Securities and Exchange Commission a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act on Form S-3 pursuant to Rule 415 (the “Shelf Registration”), then the Company shall use commercially reasonable efforts to cause the Shelf Registration to be included in a registration statement on declared effective under the applicable form for the Short-Form Demand RegistrationSecurities Act as soon as practicable after filing, and once effective, the Company will provide shall use commercially reasonable efforts to cause such information as may be reasonably requested Shelf Registration to remain effective for inclusion by a period ending on the underwriters earlier of (i) the date on which all Registrable Securities included in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period such registration have been sold pursuant to this Section 2.2the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act.

Short-Form Registrations. In addition The Company shall use its reasonable best efforts to the Longbecome and remain eligible to use Short-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on (a “Short-Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%Shelf”) for registration of the Registrable Securities then outstanding will be entitled pursuant to request registrations under the Securities Act Rule 415 at all times after any of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“’s equity securities are listed on a national securities exchange. Any Shelf Registration shall be a Short‑Form Shelf so long as the Company is eligible to use a Short-Form Demand Registrations” and, together with Registration and the Company shall use its reasonable best efforts to convert any Shelf Registration effected as a Long-Form Registration to a Short-Form Shelf as promptly as reasonably practicable after the Company is eligible to use a Short-Form Registration. (h) Priority on Underwritten Demand Registration, “Offerings and Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Demand Registrations”); provided, however, that Offering or Underwritten Shelf Takedown any securities which are not Registrable Securities without the anticipated aggregate offering amount prior written consent of the Holder(s) of a majority of the Registrable Securities included in such registration. If any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, managing underwriter(s) advises the Company will give written notice in writing that in its opinion the number of such request Registrable Securities and, if permitted hereunder, other securities requested to all other holders be included in an Underwritten Demand Offering or Underwritten Shelf Takedown exceeds the number of Registrable Securities and will use reasonable best efforts to include other securities, if any, which can be sold in an orderly manner in such registration all offering within a price range acceptable to the Holder(s) of a majority of the Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form requesting such Underwritten Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing Offering or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act requesting to be included in a registration statement on the applicable form for the Short-Form Demand RegistrationUnderwritten Shelf Takedown, as applicable, the Company will provide shall include in such information as may Underwritten Demand Offering or Underwritten Shelf Takedown the number which can be reasonably requested for inclusion by the underwriters so sold in the Short-Form Demand Registration. The Company shall following order of priority: first, the Registrable Securities requested to be obligated to effect included in such registration, which in the opinion of such underwriter(s) can be sold in an unlimited orderly manner within the price range of such offering, pro rata among the respective Holder(s) of such Registrable Securities on 5 19572323.8 Execution Version Exhibit 4.1 the basis of the number of, but shall not be obligated to pay for more than two (2of shares of Common Stock owned by each such Holder(s), Short-Form Demand Registrations second, the securities to be sold for the account of the Company, and third, any other securities requested to be included in any twelve month period pursuant such registration to this Section 2.2.the extent permitted hereunder. (i)

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding each Stockholder will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2, (a) the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Short Form Demand Registration exceeds $2,000,000100,000,000 and (b) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. Promptly Within ten (10) days after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 ten (10) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a for marketing or other reasons the underwriters with respect to any Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company Each Stockholder shall be obligated limited to effect an unlimited number of, but shall not be obligated to pay for more than two (2), ) Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2during each calendar year.

Short-Form Registrations. In addition The Company will use commercially reasonable efforts to qualify for registration, and thereafter to effect any Demand Registration, on Form S-3 (or, in the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date on which event the Company becomes eligible to register securities issued by it on is a Well Known Seasoned Issuer (as defined in the Securities Act), Form S-3 S-3ASR) or any similar short-comparable or successor form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, forms or any similar short-form registration (each such Demand Registration, a “Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided. If requested by an Original Investor and available to the Company, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt will be a “shelf” Registration Statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities pursuant to Rule 415, and to that end the Company will register (whether or not required by Applicable Law to do so) the Shares under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the final sentence of this Section 1(c). The Requesting Holder(s) will be entitled to request at any time and from time to time an unlimited number of Short-Form Registrations, if available to the Company, with respect to all or any part of the Registrable Securities held by such Requesting Holders and the other members of their Investor Group(s), in addition to the registration rights provided in Section 1.1(a), provided that the Company will not be obligated to have a Registration Statement pursuant to this Section 2.21.1(c) (i) declared effective within 90 days after the effective date of any Registration Statement of the Company pursuant to a Demand Registration or (ii) except in the case of a Short-Form Registration relating to a Form S-3ASR with respect to which the Requesting Holder instructs the Company to rely on the “pay-as-you-go” option permitted under Rules 456(b) and 457(r) under the Securities Act, unless the value of Registrable Securities of the Requesting Holder(s) and the other members of their Investor Group(s) included in the applicable Registration Request is at least US $100 million; in each case unless otherwise agreed by the Board. Promptly after its receipt of any Registration Request for a Short-Form Registration, the Company will give written notice of such request Registration Request to all other holders of Registrable Securities Holders, and will use commercially reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that any Holder has requested in writing to be registered by no later than the fifth day after the date of such notice. To the extent permitted by Applicable Law, the Company will pay all Registration Expenses incurred in connection with any Short-Form Registration. If any Demand Registration is proposed to be a Short-Form Registration and an underwritten offering, if the managing underwriter shall advise the Company that, in its opinion, it is of material importance to the success of such proposed offering to file a Registration Statement on Form S-1 (or any successor or similar Registration Statement) or to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of Statement information which is not required under the Securities Act to be included in a registration statement Short-Form Registration, then the Company will file a Registration Statement on the applicable form for Form S-1 or supplement the Short-Form Demand Registration, the Company will provide such information Registration as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2such managing underwriter.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, (i) the holders of at least twenty-five percent (25%) a majority of the TPG Group Registrable Securities then outstanding will shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” andRegistrations (subject to Section 1(e)), together with (ii) the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount holders of a majority of the JAC Group Registrable Securities included in any such shall be entitled to request two (2) Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, Registrations and (iii) the Company will give written notice of such request to all other holders of a majority of the Amin Group Registrable Securities and will use reasonable best efforts shall be entitled to include request one (1) Short-Form Registration, in such registration all Registrable Securities with respect to each case, in which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securitiesshall pay all Registration Expenses. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Short-Form Demand Registration Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to be an underwritten Public Offering, and if has filed with the underwriters for marketing or other reasons request the inclusion in the Securities Exchange Commission a registration statement of information which is not required under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause the Required Registration to be included in a registration statement on declared effective under the applicable form for the Short-Form Demand RegistrationSecurities Act as soon as practicable after filing, and, once effective, the Company will provide shall cause such information Required Registration to remain effective until the date on which all TPG Group Registrable Securities, JAC Group Registrable Securities or Amin Group Registrable Securities, as may be reasonably requested for inclusion by the underwriters applicable, included in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period such registration have been sold pursuant to this Section 2.2the Required Registration.

Short-Form Registrations. In addition The holders of a majority of the Registrable Securities, as a group, shall be entitled to the Longrequest registration on Form S-3, or any similar form (each, a “Short-Form Demand Registration provided pursuant to Section 2.1 aboveRegistration”), commencing the date on in which the Company becomes eligible to register securities issued by it on a shall pay Registration Expenses as provided in Section 6 of this Agreement; provided that, except in the case of one non-underwritten Short-Form S-3 or any similar short-form registrationRegistration (the “Excepted Registration”), the holders of at least twenty-five percent (25%) aggregate offering value of the Registrable Securities then outstanding will requested to be entitled to request registrations registered in any Short-Form Registration which is qualified under Rule 415 under the Securities Act of all or part of their Registrable Securities on Form S-3, if available must be equal to at least $5,000,000 and which contemplates an underwritten offering must be equal to at least $10,000,000. The offering contemplated by the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Excepted Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securitiesshall not be underwritten. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a The Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If a request for a Demand Registration is for a shelf registration pursuant to Rule 415 of the Securities Act, the Company shall use its reasonable best efforts to keep such shelf registration continuously effective for up to 9 months following such registration, but not later than the date on which all of the Registrable Securities covered by such shelf registration may be an underwritten Public Offering, and if the underwriters for marketing sold without limitation or other reasons request the inclusion in the registration statement of information which is not required restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect); provided, however, that prior to be included in a the termination of such shelf registration statement on prior to the applicable form expiration of such maximum period for the Short-Form Demand Registrationreason that such Registrable Securities may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act or any successor provision having similar effect, the Company will provide shall first furnish to each holder of Registrable Securities participating in such information as may be shelf registration (i) an opinion, in form and substance reasonably requested satisfactory to the holders of a majority of the Registrable Securities, of counsel for inclusion by the underwriters in Company reasonably satisfactory to the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period holders of a majority of the Registrable Securities requesting such registration stating that such Registrable Securities are freely saleable without limitation or restriction pursuant to this Section 2.2Rule 144 under the Securities Act (or any successor provision having similar effect) or (ii) a “No-Action Letter” from the staff of the Securities and Exchange Commission stating that the Securities and Exchange Commission would not recommend enforcement action if the Registrable Securities included in such shelf registration were sold in a public sale other than pursuant to an effective registration statement or Rule 144.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will Registrations shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with Registrations whenever the LongCompany is permitted to use any applicable Short Form Registration. After the De-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2SPAC Transaction, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will shall use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever If the Company is permitted to use any applicable short form. If Investors initially requesting a Short-Form Demand Registration request that such Short-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to promptly file and cause a Shelf Registration to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required declared effective under the Securities Act as soon as reasonably practicable after the filing thereof and the Company shall use its reasonable best efforts to keep such shelf registration continuously effective following such registration. Any request for an underwritten offering using such Shelf Registration (an “Underwritten Takedown”) shall be deemed a Demand Registration. The provisions of Section 1(a) shall apply mutatis mutandis to each Underwritten Takedown, with references to “filing of the registration statement” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering and “value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Long-Form Registration)” being deemed to be replaced with “price to the public (net of any underwriters’ discounts or commissions);” provided that Investors participating in an Underwritten Takedown shall only include Investors whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for a post-effective amendment to such Shelf Registration (other than an automatically effective amendment). If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3 or any similar applicable short form registration statement, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. The Company shall file a registration statement on Form S-3 under the Securities Act covering all Registrable Securities requested to be included in such Short Form-Registration (subject to the limitations set forth herein) promptly following the Company’s receipt of a registration statement on Demand Notice therefor and, in any event, within thirty (30) days after the applicable form for date the Short-Form Demand Registration, Notice is duly delivered to the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to accordance with this Section 2.2Agreement.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided Requests for registration of Registrable Securities pursuant to Section 2.1 above, commencing the date 9.1(a) will be on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-successor short form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, ) whenever the Company will give written notice of such request is permitted to all other holders of Registrable Securities and use any applicable short-form. The Company will use its commercially reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts continue to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever To the extent the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be WKSI, the Company will file an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the automatic shelf registration statement of information which is not required (as defined in Rule 405 under the Securities Act (“Automatic Shelf Registrations”)) on Form S-3, which covers those Registrable Securities which are requested to be included sold. The Company will use its commercially reasonable best efforts to remain a WKSI and not become an ineligible issuer (as defined in a registration statement on Rule 405 under the applicable form Securities Act) during the period during which such Automatic Shelf Registration is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the Automatic Shelf Registration is filed, the Company agrees to pay such fee at such time or times as the Registrable Securities are to be sold. If the Automatic Shelf Registration has been outstanding for at least three (3) years, at the Short-Form Demand Registrationend of the third year, the Company will provide refile a new Automatic Shelf Registration covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status and the Company determines that it is not a WKSI, the Company will promptly give written notice to all Registrable Securities Holders and use its commercially reasonable best efforts to refile the Shelf Registration on Form S-3 or, if such information form is not available, Form S-1, and use the Company’s commercially reasonable best efforts to have such registration statement declared effective as may be reasonably requested for inclusion promptly as practicable after the date the Automatic Shelf Registration is no longer useable by the underwriters in Registrable Securities Holders to sell their Registrable Securities and to keep such registration statement effective during the Short-Form Demand Registrationperiod during which such registration statement is required to be kept effective. The Company shall be obligated will, at the request of any Registrable Securities Holder, file any post-effective amendments to effect an unlimited number of, but shall not be obligated such Automatic Shelf Registration and otherwise take any action necessary to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2include therein all disclosure and language deemed necessary or advisable by such Registrable Securities Holder.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration1B, the holders of at least twenty-five percent (25%) a majority of the Investor Registrable Securities then outstanding will shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with Registrations in which the LongCompany shall pay all Registration Expenses; provided that the (i) aggregate offering value of the Investor Registrable Securities requested to be registered in any Short-Form Registration must be at least $5,000,000 and (ii) the Company shall not be required to effect more than two (2) Demand Registration, “Demand Registrations”)Registrations in any twelve (12) month period. The Company shall pay all Registration Expenses in connection with any registration initiated as a Short-Form Registration whether or not it has become effective and whether or not such registration counts against the number of Short-Form Registrations in any twelve (12) month period provided for in this Section 1C; provided, however, that the anticipated aggregate offering amount Company shall not be required to pay for any Registration Expenses of any Short-Form Registrations if (i) the registration request is subsequently withdrawn at the request of the holders of a majority of the Investor Registrable Securities to be registered for reasons other than an adverse change in financial market conditions affecting the offering or any information relating to the Company or its Subsidiaries or (ii) the minimum offering conditions set forth in this Section 1C are no longer satisfied because of the number of holders of Registrable Securities who have withdrawn, in each case unless the holders of a majority of the Investor Registrable Securities agree that such withdrawn registration request nonetheless counts against the number of Short-Form Registrations in any twelve (12) month period provided for in this Section 1C; provided further, that, if the holders of a majority of the Investor Registrable Securities do not agree that such withdrawn registration request nonetheless counts against such number of Short-Form Registrations provided for in this Section 1C, then all holders that have requested to have Registrable Securities included in any such registration will pay all Registration Expenses incurred in connection therewith, pro rata based on the number of Registrable Securities requested by such holders to be included in such registration. Demand Registrations shall be Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, Registrations whenever the Company will give written notice of such request is permitted to all other holders of Registrable Securities use any applicable short form and will if the managing underwriters (if any) agree to use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once After the Company has become subject to the reporting requirements of the Exchange Act, the Company will shall use its commercially reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever If the Company is permitted to use any applicable short form. If holders of a majority of the Investor Registrable Securities initially requesting a Short-Form Demand Registration is request that such registration be filed pursuant to be an underwritten Public OfferingRule 415 (a “Shelf Registration”), and if the underwriters for marketing or other reasons request Company is qualified to do so, then the inclusion in Company shall use commercially reasonable efforts to cause the registration statement of information which is not required Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. If for any reason the Company ceases to be included in a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statement statements on the applicable such form that is available for the sale of Registrable Securities. All Short-Form Demand Registration, the Company will provide such information as may Registrations shall be reasonably requested for inclusion underwritten registrations unless otherwise approved by the underwriters in holders of a majority of the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2Investor Registrable Securities initially requesting registration.

Short-Form Registrations. In addition (1) At all times, ADS shall use its reasonable best efforts to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date qualify for registration on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-comparable or successor form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, forms or any similar short-form registration (a “Short-Form Demand Registrations” Registration”), and, together with if requested by the Long-Form Demand RegistrationMajor Stockholder and available to ADS, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to this Section 2.2SEC Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time, the Company will give written notice of such Major Stockholder shall be entitled to request Short-Form Registrations, if available to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities ADS, with respect to which the Company has received written requests for inclusion within 15 days after delivery of Registrable Securities held by the Company’s noticeMajor Stockholder and its Affiliates in addition to the other registration rights provided herein. Once the Company has become In no event shall ADS be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the reporting requirements of the Exchange Actimmediately following sentence. Upon filing any Short-Form Registration, the Company will ADS shall use its reasonable best efforts to make keep such Short-Form Demand Registrations available for Registration effective with the sale of Registrable Securities. Demand Registrations will be SEC at all times and to re-file such Short-Form Demand Registrations whenever Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Company is permitted Prospectus related to use any applicable short form. If a such Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters Major Stockholder or as otherwise required, until such time as all Registrable Securities that could be sold in the such Short-Form Demand RegistrationRegistration have been sold or are no longer outstanding. The Company To the extent that ADS becomes ineligible to use Form S-3, ADS shall be obligated file a “shelf” registration statement on Form S-1 not later than 45 days after the date of such ineligibility and use its reasonable best efforts to effect an unlimited number ofhave such registration statement declared effective as promptly as practicable. Notwithstanding the foregoing or anything else to the contrary, but shall not be obligated to pay for more than two (2), A) no Short-Form Demand Registrations in any twelve month period Registration pursuant to this Section 2.22.1(i)(1) shall be required unless the Major Stockholder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters’ discounts or commissions) of at least $50,000,000, and (B) the Major Stockholder shall have the right to demand that ADS effect a registration (including a shelf take-down) pursuant to this Section 2.1(i) no more than four (4) times in any twelve (12) month period.

Short-Form Registrations. In addition to the Long-Form Demand The Mandatory Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or and any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If form and, if applicable, the managing underwriters agree to the use of a Short-Form Registration, and the Company shall use its commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. The holders of at least a majority of the Registrable Securities requested to be included in the Mandatory Registration or any Demand Registration that is a Short-Form Registration may require the Company to file such Short-Form Registration with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). The Mandatory Registration shall be filed as a Shelf Registration. So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and usable for resale of Registrable Securities, the holders of at least 25% of the Registrable Securities shall be entitled to demand any number of draw-downs (including underwritten draw-downs, provided that the aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least $2 million) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten Public OfferingDemand Registration pursuant to this Section 1 (including, and if without limitation, all actions referred to in Section 4 necessary to effectuate such sale in the underwriters for marketing manner determined by the holders of at least a majority of the Registrable Securities to be included in such underwritten draw-xxxx) as any holder reasonably requests. The Company shall use its reasonable efforts to cause the registration statement or other reasons request statements filed pursuant to a Short-Form Registration to remain effective until such date as is the inclusion earlier of (i) the date on which all Registrable Securities included in the registration statement of information shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which is not required all remaining Registrable Securities may be sold during any three month period without any restriction pursuant to Rule 144(k) promulgated under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, after taking into account any holders’ status as an affiliate of the Company will provide such information as may be reasonably requested for inclusion determined by the underwriters in counsel to the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2a written opinion letter addressed to the Company’s transfer agent to such effect.

Short-Form Registrations. In addition (i) At all times following an IPO, subject to the Long-Form Demand Registration provided pursuant to Section 2.1 abovea Suspension Period, commencing the date on which the Company becomes eligible shall use reasonable best efforts to register securities issued by it qualify for registration on a Form S-3 or any similar short-comparable or successor form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, forms or any similar short-form registration (a “Short-Form Demand Registrations” Registration”), and, together with if requested by a Principal Stockholder and available to the Long-Form Demand RegistrationCompany, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (collectively, as applicable, with an Automatic Shelf Registration Statement, a “Shelf Registration Statement”). Promptly after receipt At any time and from time to time following an IPO, a Principal Stockholder shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Securities held by such Principal Stockholder and its Affiliates, in addition to the other registration rights provided in Section 2 and this Section 3, provided, that the Company shall not be obligated to effect any request registration pursuant to this Section 2.23(f)(i), (A) within ninety (90) days after the effective date of any Registration Statement of the Company will give written notice of such request to all other holders hereunder and (B) unless the amount of Registrable Securities requested to be registered by such Principal Stockholder is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and will use commissions and offering expenses) of at least $20,000,000 or such lower amount as agreed to by the other Principal Stockholders. The “Plan of Distribution” section of such Short-Form Registration shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. If any Demand Registration is proposed by a Principal Stockholder to be a Short-Form Registration and an underwritten offering, and if the managing underwriters shall advise the Company and the Holders that, in their reasonable best efforts view, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a Short-Form Registration, then the Company shall file a registration statement on the applicable form for Form S-1 or supplement the Short-Form Demand Registration, the Company will provide such information Registration as may be reasonably requested for inclusion by the underwriters in the such managing underwriters. No such registration nor any other Short-Form Registration shall count as a “Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay ” for more than two (2purposes of the limitations set forth in Section 3(d), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration1(b), the holders of at least twenty-five percent (25%) of the Investor Registrable Securities then outstanding will shall be entitled to request registrations under the Securities Act pursuant to Section 1(a) an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included Registrations in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Actshall pay all Registration Expenses, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securitieswhether or not any such registration is consummated. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use reasonable best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If the Company, pursuant to the request of the holder(s) of a majority of Investor Registrable Securities in connection with any Demand Registration Registration, is qualified to be an underwritten Public Offering, and if has filed with the underwriters for marketing or other reasons request the inclusion in the Securities and Exchange Commission a registration statement of information which is not required under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to cause the Required Registration to be included in a registration statement on declared effective under the applicable form for the Short-Form Demand RegistrationSecurities Act as soon as practicable after filing, and, once effective, the Company will provide shall cause such information Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold pursuant to the Required Registration or (ii) the date as may be reasonably requested for inclusion of which the holder(s) of Registrable Securities included in such registration (assuming such holder(s) are Affiliates of the Company) are able to sell all of their Registrable Securities included in such registration within a 90-day period in compliance with Rule 144 under the Securities Act. At any time or from time to time after the date hereof, any holder of Registrable Securities included in an existing Required Registration shall have the right to request, by delivery of a written notice to the underwriters in the Short-Form Demand Registration. The Company shall be obligated Company, that such holder wishes to effect an unlimited number ofunderwritten offering of all or a portion of the Registrable Securities included in an existing Required Registration and, as soon as reasonably practicable after receiving such notice (but shall not be obligated to pay for more in no event later than two (220 days after receiving such notice), Short-Form Demand Registrations the Company shall file with the Securities and Exchange Commission such amendments to the applicable Required Registration and such prospectus supplements or other filings as are necessary in any twelve month period pursuant connection with the underwritten offering of the Registrable Securities subject to this Section 2.2the Required Registration.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders Pritzker Stockholders (as a group, and upon the written request of the Pritzker Stockholders holding at least twenty-five percent (25%) of the all Registrable Securities then outstanding held by all Pritzker Stockholders) and the MDP Stockholders (as a group) will each be entitled to request registrations under the Securities Act of all or part of their then outstanding Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (all registrations requested pursuant to this Section 2.2, “Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2, the anticipated aggregate offering amount price of the Registrable Securities included in any such Short-Form Demand Registration exceeds at the time of the initial filing of any such registration statement is estimated to exceed $2,000,00020,000,000. Promptly Within ten (10) days after receipt of any written request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Section 2.4 below) with respect to which the Company has received written requests for inclusion within 15 twenty (20) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formform (unless the managing underwriter of such offering requests the Company use a Long-Form Demand Registration in order to sell all of the Registrable Securities requested to be sold). If a for marketing or other reasons the underwriters with respect to any Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company Each of the Pritzker Stockholders (as a group) and the MDP Stockholders (as a group) shall be obligated limited to effect an unlimited number of, but shall not be obligated to pay for more than two (2), ) Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2during each calendar year.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date Majority Careamax Investors, on which behalf of any and all Caremax Investors, (ii) the Company becomes eligible to register securities issued by it Majority IMC Investors, on a Form S-3 or behalf of any similar short-form registrationand all IMC Investors, and (iii) the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will Majority Deerfield Investors shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, (ii) if Pubco has already effected three (3) Short-Form Registrations (which became effective) for the holders of Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.22(c), or (iii) if Pubco has already effected a Demand Registration (which became effective) in the Company will give written notice preceding 90-day period. Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided Requests for registration of Registrable Securities pursuant to Section 2.1 above, commencing the date 9.1(a) will be on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-successor short form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, ) whenever the Company will give written notice of such request is permitted to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticeany applicable short-form. Once the Company has become subject to the reporting requirements of the Exchange Act, the The Company will use its reasonable best efforts to continue to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever To the extent the Company is permitted to use any applicable short form. If a Short“well-Form Demand Registration is to be known seasoned issuer” (as defined in Rule 405 under the Securities Act) (a “WKSI”), the Company will file an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the automatic shelf registration statement of information which is not required (as defined in Rule 405 under the Securities Act (“Automatic Shelf Registrations”)) on Form S-3, which covers those Registrable Securities which are requested to be included sold. The Company will use its reasonable best efforts to remain a WKSI and not become an ineligible issuer (as defined in a registration statement on Rule 405 under the applicable form Securities Act) during the period during which such Automatic Shelf Registration is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the Automatic Shelf Registration is filed, the Company agrees to pay such fee at such time or times as the Registrable Securities are to be sold. If the Automatic Shelf Registration has been outstanding for at least three (3) years, at the Short-Form Demand Registrationend of the third year, if eligible, the Company will provide refile a new Automatic Shelf Registration covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status and the Company determines that it is not a WKSI, the Company will promptly give written notice to all Registrable Securities Holders and use its reasonable best efforts to refile the Shelf Registration on Form S-3 or, if such information form is not available, Form S-1, and use the Company’s reasonable best efforts to have such registration statement declared effective as may be reasonably requested for inclusion promptly as practicable after the date the Automatic Shelf Registration is no longer useable by the underwriters in Registrable Securities Holders to sell their Registrable Securities and to keep such registration statement effective during the Short-Form Demand Registrationperiod during which such registration statement is required to be kept effective. The Company shall be obligated will, at the request of any Registrable Securities Holder, file any post-effective amendments to effect an unlimited number of, but shall not be obligated such Automatic Shelf Registration and otherwise take any action necessary to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2include therein all disclosure and language deemed necessary or advisable by such Registrable Securities Holder.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date Majority Presto Investors, on which behalf of any and all Presto Investors, (ii) the Company becomes eligible to register securities issued by it Majority Silver Rock Investors, on a Form S-3 or behalf of any similar short-form registrationand all Silver Rock Investors, and (iii) the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will Sponsors, shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration: (x) if Pubco has already effected three Short-Form Registrations (which became effective) for the holders of Registrable Securities requesting a Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.22(c), or (y) if Pubco has already effected a Demand Registration (which became effective) in the Company will give written notice preceding 90-day period. Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above2(b), commencing (i) (A) each of the date on which the Company becomes eligible to register securities issued by it on Holders holding a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) majority of the Registrable Securities then outstanding will (other than the Holders holding the Founder Shares) and (B) the Holders holding a majority of the Founder Shares shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together and (ii) each of (A) GPM HP SCF Investor, LLC, (B) Xxxx Xxxxxx (including Holders affiliated with Xx. Xxxxxx), (C) Xxxxxx Xxxxxxx (including Holders affiliated with Xx. Xxxxxxx), (D) GPM Owner LLC, and (E) the LongMSD Entities shall be entitled to one (1) Short-Form Demand RegistrationRegistration per year, “Demand Registrations”in each case of the foregoing clauses (i) and (ii), in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such request, already effected two (2) Short-Form Registrations for the holders of Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.2, 2(c). Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the Company will give written notice managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities or the Initiating Holder(s), as applicable, has filed with the Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition Holder shall be entitled to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date request registration on which the Company becomes eligible to register securities issued by it on a Form S-3 of any securities issuable upon conversion of the Parent Note (the “Registrable Securities”), or any similar shortform (each, a “Short-form registrationForm Registration”), in which the Maker shall pay Registration Expenses; provided that, except in the case of one non-underwritten Short-Form Registration (the “Excepted Registration”), the holders of at least twenty-five percent (25%) aggregate offering value of the Registrable Securities then outstanding will requested to be entitled to request registrations registered in any Short-Form Registration which is qualified under Rule 415 under the Securities Act of all or part of their Registrable Securities on Form S-3, if available must be equal to at least $2,500,000 and which contemplates an underwritten offering must be equal to at least $2,500,000. The offering contemplated by the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Excepted Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securitiesshall not be underwritten. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Maker is permitted to use any applicable short form. If a The Maker shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of the shares of common stock underlying the Parent Notes (the “Registrable Securities”). If a request for a Demand Registration is for a shelf registration pursuant to Rule 415 of the Securities Act, the Maker shall use its reasonable best efforts to keep such shelf registration continuously effective for up to fifteen 15 months following such registration, but not later than the date on which all of the Registrable Securities covered by such shelf registration may be an underwritten Public Offering, and if the underwriters for marketing sold without limitation or other reasons request the inclusion in the registration statement of information which is not required restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect); provided, however, that prior to be included in a the termination of such shelf registration statement on prior to the applicable form expiration of such maximum period for the Short-Form Demand Registrationreason that such Registrable Securities may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act or any successor provision having similar effect, the Company will provide Maker shall first furnish to each holder of Registrable Securities participating in such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.shelf registration

Short-Form Registrations. In addition to the Long-Form Demand The Mandatory Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or and any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If form and, if applicable, the managing underwriters agree to the use of a Short-Form Registration, and the Company shall use its commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. The holders of at least a majority of the Registrable Securities requested to be included in the Mandatory Registration or any Demand Registration that is a Short-Form Registration may require the Company to file such Short-Form Registration with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). The Mandatory Registration shall be filed as a Shelf Registration. So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and usable for resale of Registrable Securities, the holders of at least 25% of the Registrable Securities shall be entitled to demand any number of draw-downs (including underwritten draw-downs, provided that the aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least $2 million) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten Public OfferingDemand Registration pursuant to this Section 1 (including, and if without limitation, all actions referred to in Section 4 necessary to effectuate such sale in the underwriters for marketing manner determined by the holders of at least a majority of the Registrable Securities to be included in such underwritten draw-dxxx) as any holder reasonably requests. The Company shall use its reasonable efforts to cause the registration statement or other reasons request statements filed pursuant to a Short-Form Registration to remain effective until such date as is the inclusion earlier of (i) the date on which all Registrable Securities included in the registration statement of information shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which is not required all remaining Registrable Securities may be sold during any three month period without any restriction pursuant to Rule 144(k) promulgated under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, after taking into account any holders’ status as an affiliate of the Company will provide such information as may be reasonably requested for inclusion determined by the underwriters in counsel to the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2a written opinion letter addressed to the Company’s transfer agent to such effect.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formShort Form Registration. After the Transaction, the Company shall use its commercially reasonable efforts to make Short-Form Registrations available for the sale of Registrable Securities. If the Investors initially requesting a Short-Form Demand Registration request that such Short-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”), and the Company is qualified to do so, then the Company shall use its commercially reasonable efforts to promptly file and cause a Shelf Registration to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required declared effective under the Securities Act as soon as reasonably practicable after the filing thereof and the Company shall use its commercially reasonable efforts to keep such shelf registration continuously effective following such registration. Any request for an underwritten offering using such Shelf Registration (an “Underwritten Takedown”) shall be deemed a Demand Registration. The provisions of Section 1(a) shall apply mutatis mutandis to each Underwritten Takedown, with references to “filing of the registration statement” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering and “value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Long-Form Registration)” being deemed to be replaced with “price to the public (net of any underwriters’ discounts or commissions);” provided that Investors participating in an Underwritten Takedown shall only include Investors whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for a post-effective amendment to such Shelf Registration (other than an automatically effective amendment). If for any reason the Company becomes ineligible to utilize Form S-3 or any similar applicable short form registration statement, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. The Company shall file a registration statement on Form S-3 under the Securities Act covering all Registrable Securities requested to be included in such Short Form-Registration (subject to the limitations set forth herein) promptly following the Company’s receipt of a registration statement on Demand Notice therefor and, in any event, within forty-five (45) days after the applicable form for date the Short-Form Demand Registration, Notice is duly delivered to the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to accordance with this Section 2.2Agreement.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date on which the Company becomes eligible to register securities issued by it on Investors holding a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) majority of the Registrable Securities then outstanding will Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares, (iii) the Investors holding a majority of the PIPE Shares and (iv) the OEP Parties, in each case, shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such request, already effected three (3) Short-Form Registrations for the holders of Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.2, 2(c). Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the Company will give written notice managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders each holder of at least twenty-five percent (25%) of the Registrable Securities then outstanding will shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” andRegistrations in which the Company shall pay all Registration Expenses, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, provided that the anticipated aggregate offering amount gross proceeds to be received by the requesting holder, holders of Registrable Securities, or other securities exercising their "piggyback" rights granted by the Registrable Securities included Company either herein or elsewhere in any such requested Short-Form Registration exceeds must exceed $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities5,000,000. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a The Company shall use its best efforts to make Short-Form Demand Registration Registrations on Form S-3 available for the sale of the Registrable Securities. If the Company, pursuant to the request of any holder of Registrable Securities, is qualified to be an underwritten Public Offering, and if has filed with the underwriters for marketing or other reasons request the inclusion in the Securities Exchange Commission a registration statement of information which is not required under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the "Required Registration"), then the Company shall use its best efforts to cause the Required Registration to be included in a registration statement on declared effective under the applicable form for the Short-Form Demand RegistrationSecurities Act as soon as practicable after filing, and, once effective, the Company will provide shall cause such information as may be reasonably requested Required Registration to remain effective for inclusion by a period ending on the underwriters in earlier of (i) the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period date on which all Registrable Securities have been sold pursuant to this Section 2.2the Required Registration, or (ii) if the Registrable Securities are held by an affiliate of the Company, the date as of which all Registrable Securities could be sold within a ninety-day period under Rule 144 of the Securities Act, or (B) if the Registrable Securities are held by a non-affiliate of the Company, the date as of which all restrictive legends on the share certificates representing the Registrable Securities could be removed under Rule 144(k) of the Securities Act.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date Majority Presto Investors, on which behalf of any and all Presto Investors, (ii) the Company becomes eligible to register securities issued by it Majority [***] Investors, on a Form S-3 or behalf of any similar short-form registrationand all [***] Investors, and (iii) the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will Sponsors, shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration: (x) if Pubco has already effected three (3) Short-Form Registrations (which became effective) for the holders of Registrable Securities requesting a Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.22(c), or (y) if Pubco has already effected a Demand Registration (which became effective) in the Company will give written notice preceding 90-day period. Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration1B, the holders of at least twenty-five percent (25%) a majority of the Summit Investor Registrable Securities then outstanding will shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” andRegistrations in which the Company shall pay all Registration Expenses, together with the Long-Form Demand Registration, “Demand Registrations”)whether or not any such registration has become effective; provided, however, provided that the anticipated aggregate offering amount value of the Summit Investor Registrable Securities included requested to be registered in any such Short-Form Registration exceeds must be at least $2,000,0001,000,000 (or any such lesser amount if all of the Summit Investor Registrable Securities are requested to be registered). Promptly after receipt of any request pursuant to this Section 2.2Further, the Company will give written notice of such request to all other holders of a majority of the Institutional Investor Registrable Securities then outstanding shall be entitled to: (i) one (1) Short-Form Registration beginning on the date which is two (2) years following the date of this Agreement (or October , 2023) and will use reasonable best efforts expiring on the date which is four (4) years following the date of this Agreement (or October , 2024), provided that, at the time of the demand of the Short-Form Registration by the Institutional Investor(s), the share price of the Class A Common Stock (as published by the Wall Street Journal or, at the Company’s discretion, a similarly reputable source) is at least 50%, if prior to include October , 2024, or 50%, if after October , 2024, in such registration all Registrable Securities each case higher than the public offering price of the Class A Common Stock as set forth in the final prospectus filed by the Company with respect the SEC on October , 2021 (subject to customary adjustments, including for stock splits), in which the Company shall pay all Registration Expenses, whether or not any such registration has received written requests for inclusion within 15 days after delivery of become effective. Demand Registrations shall be Short-Form Registrations whenever the Company’s noticeCompany is permitted to use any applicable short form (unless the Company is required to file a Long-Form Registration pursuant to Section 1B) and if the managing underwriters (if any) agree to use a Short-Form Registration. Once After the Company has become subject to the reporting requirements of the Exchange Act, the Company will shall use its reasonable best efforts to make Short-Short- Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever If (i) the Company holders of a majority of the Summit Investor Registrable Securities or (ii) beginning on the date which is permitted to use any applicable short form. If three (3) years following the date of this Agreement (or October , 2024) and expiring on the date which is four (4) years following the date of this Agreement (or October , 2025), the holders of a majority of the Institutional Investor Registrable Securities, in each case initially requesting a Short-Form Demand Registration is request that such Short-Form Registration be filed pursuant to be an underwritten Public OfferingRule 415, and if the underwriters for marketing or other reasons request Company is qualified to do so, then the inclusion in Company shall use its reasonable best efforts to cause the registration statement of information which is not required Shelf Registration to be declared effective under the Securities Act to as soon as reasonably practicable after the filing thereof; provided that, if the Company is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, requesting a Shelf Registration may request that such Shelf Registration be included in a registration statement an Automatic Shelf Registration Statement. In addition, beginning on the applicable form for date which is three (3) years following the date of this Agreement (or October , 2024) and expiring on the date which is four (4) years following the date of this Agreement (or October , 2025), the holders of a majority of the Institutional Investor Registrable Securities shall have the right to request a Short-Form Demand RegistrationRegistration to be filed pursuant to Rule 415, and if the Company will provide is qualified to do so, then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. If for any reason the Company is not a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the SEC one or more registration statements on such information as may be reasonably requested form that is available for inclusion by the underwriters in the sale of Registrable Securities. All Short-Form Demand Registration. The Company Registrations shall be obligated to effect an unlimited number ofunderwritten registrations unless otherwise approved by the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, but shall not be obligated to pay for more than two (2)as applicable, Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2initially requesting registration.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar or successor short-form registrationregistration form, the holders of Day Family Holders holding at least twenty-five ten percent (2510%) of the all remaining Registrable Securities then outstanding held by all Day Family Holders will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar successor short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand RegistrationRegistrations, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Short Form Registration exceeds $2,000,00015,000,000. Promptly Within ten (10) days after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use commercially reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 fifteen (15) days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its commercially reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the applicable form for the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration1B, the holders of at least twenty-five percent (25%) a majority of the WCP Registrable Securities then outstanding will and a majority of the Xxxx Registrable Securities then outstanding shall each be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together . The Company shall pay all Registration Expenses with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such respect to Short-Form Registration exceeds $2,000,000. Promptly after receipt of Registrations, whether or not any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securitieseffective. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If , including Form S-3, and if the managing underwriters (if any) agree to the use of a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated use its reasonable best efforts to effect an unlimited number of, but shall not be obligated to pay for more than two (2), make Short-Form Demand Registrations in any twelve month period available for the sale of Registrable Securities. If the holders of a majority of the WCP Registrable Securities or the holders of a majority of the Xxxx Registrable Securities initially requesting a Short-Form Registration request that such Short-Form Registration be filed pursuant to this Rule 415 (a “Shelf Registration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to cause the registration statement for the Shelf Registration (a “Shelf Registration Statement”) to be filed and to be declared effective under the Securities Act in accordance with Section 2.24 hereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of 66 2/3% of the Sponsor Registrable Securities to be included in such registration.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date Majority TOI Investors, on which behalf of any and all TOI Investors and (ii) the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will Majority Deerfield Investors shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (x) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $25,000,000, (y) if Pubco has already effected three (3) Short-Form Registrations (which became effective) for the holders of Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.22(c), or (z) if Pubco has already effected a Demand Registration (which became effective) in the Company will give written notice preceding 90-day period. Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration1B, the holders of at least twenty-five percent (25%) a majority of the Summit Investor Registrable Securities then outstanding will shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” andRegistrations in which Holdings shall pay all Registration Expenses, together with the Long-Form Demand Registration, “Demand Registrations”)whether or not any such registration has become effective; provided, however, provided that the anticipated aggregate offering amount value of the Summit Investor Registrable Securities included requested to be registered in any such Short-Form Registration exceeds must be at least $2,000,0001,000,000 (or any such lesser amount if all of the Summit Investor Registrable Securities are requested to be registered). Promptly after receipt of Demand Registrations shall be Short-Form Registrations whenever Holdings is permitted to use any request applicable short form (unless Holdings is required to file a Long-Form Registration pursuant to this Section 2.2, 1B) and if the Company will give written notice of such request managing underwriters (if any) agree to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company After Holdings has become subject to the reporting requirements of the Exchange Act, the Company will Holdings shall use its reasonable best efforts to make Short-Form Demand Short -Form Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever If the Company is permitted to use any applicable short form. If holders of a majority of the Summit Investor Registrable Securities initially requesting a Short-Form Demand Registration is request that such Short-Form Registration be filed pursuant to be an underwritten Public OfferingRule 415, and if Holdings is qualified to do so, then Holdings shall use its reasonable best efforts to cause the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof; provided that, if Holdings is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities requesting a Shelf Registration may request that such Shelf Registration be an Automatic Shelf Registration Statement. If for any reason Holdings is not a WKSI or becomes ineligible to be included in a utilize Form S-3, then Holdings shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) one or more registration statement statements on the applicable such form that is available for the sale of Registrable Securities. All Short-Form Demand Registration, the Company will provide such information as may Registrations shall be reasonably requested for inclusion underwritten registrations unless otherwise approved by the underwriters in holders of a majority of the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2Summit Investor Registrable Securities initially requesting registration.

Short-Form Registrations. In addition Subject to the Long-Form Demand Registration provided pursuant qualifications set forth herein and subject to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under limitations that the Securities Act of all or part of their Registrable Securities on Form S-3and Exchange Commission may impose, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. i) Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities requested to be sold) and (ii) the Sponsors may, in connection with any Demand Registration requested by such holders that is a Short-Form Demand Registration, require the Company to use its commercially reasonable efforts to file such Short-Form Registration is with the Securities and Exchange Commission in accordance with and pursuant to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required Rule 415 under the Securities Act (or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a “Shelf Registration”). Notwithstanding anything in this Agreement to the contrary, if the Securities and Exchange Commission refuses to declare a registration statement filed pursuant to this Agreement effective as a valid secondary offering under Rule 415 due to the number of Registrable Securities included in such registration statement relative to the number of shares of Common Stock outstanding or the number of outstanding shares of Common Stock held by non-affiliates or for any other reason, then, without any liability under this Agreement or any further obligation to register such excess Registrable Securities, the Company shall be permitted to reduce the number of Registrable Securities included in such registration statement to an amount that does not exceed an amount that the Securities and Exchange Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415. The Company shall not be liable for damages under this Agreement as to any Registrable Securities which are not permitted by the Securities and Exchange Commission to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated due to effect an unlimited number of, but shall not be obligated Securities and Exchange Commission guidance relating to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2Rule 415.

Short-Form Registrations. In addition Subject to the Long-Form Demand Registration provided provisions of Section 2.1.4 hereof, the Holders of Registrable Securities may, on no more than one (1) occasion in any six (6) month period, request in writing that the Company, pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all or part of their Registrable Securities on Form S-3, if available to the Company, F-3 or any similar short-short form registration statement that may be available at such time (“Short-Short Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay effect such request through an Underwritten Offering. The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a “well known seasoned issuer” as defined under Rule 405 at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Short Form Registration, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Short Form Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Short Form Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than two fifteen (2)15) days after the Company’s initial receipt of such written request for a Short Form Registration, Short-Form Demand Registrations the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any twelve month period other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.22.3 if: (i) Short Form Registration is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. (a)Shelf Registrations.

Short-Form Registrations. In addition Subject to the Long-Form Demand Registration provided pursuant qualifications set forth herein and subject to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under limitations that the Securities Act of all or part of their Registrable Securities on Form S-3and Exchange Commission may impose, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. i) Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities and HOVRS Registrable Securities requested to be sold) and (ii) the Clearlake Investors may, in connection with any Demand Registration requested by such holders that is a Short-Form Demand Registration, require the Company to use its commercially reasonable efforts to file such Short-Form Registration is with the Securities and Exchange Commission in accordance with and pursuant to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required Rule 415 under the Securities Act (or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a “Shelf Registration”). Notwithstanding anything in this Agreement to the contrary, if the Securities and Exchange Commission refuses to declare a registration statement filed pursuant to this Agreement effective as a valid secondary offering under Rule 415 due to the number of Registrable Securities and HOVRS Registrable Securities included in such registration statement relative to the number of shares of Common Stock outstanding or the number of outstanding shares of Common Stock held by non-affiliates or for any other reason, then, without any liability under this Agreement or any further obligation to register such excess Registrable Securities and HOVRS Registrable Securities, the Company shall be permitted to reduce the number of Registrable Securities and HOVRS Registrable Securities included in such registration statement (pro rata, based on the number of shares requested to be registered, among the holders of such Registrable Securities and HOVRS Registrable Securities) to an amount that does not exceed an amount that the Securities and Exchange Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415. The Company shall not be liable for damages under this Agreement as to any Registrable Securities or HOVRS Registrable Securities which are not permitted by the Securities and Exchange Commission to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated due to effect an unlimited number of, but shall not be obligated Securities and Exchange Commission guidance relating to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2Rule 415.

Short-Form Registrations. In addition to the Long-Form Demand The Mandatory Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or and any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If form and, if applicable, the managing underwriters agree to the use of a Short-Form Registration, and the Company shall use its commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. The holders of at least a majority of the Registrable Securities requested to be included in the Mandatory Registration or any Demand Registration that is a Short-Form Registration may require the Company to file such Short-Form Registration with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a "Shelf Registration"). The Mandatory Registration shall be filed as a Shelf Registration. So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and usable for resale of Registrable Securities, the holders of at least 25% of the Registrable Securities shall be entitled to demand any number of draw-downs (including underwritten draw-downs, provided that the aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least $2 million) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten Public OfferingDemand Registration pursuant to this Section 1 (including, and if without limitation, all actions referred to in Section 4 necessary to effectuate such sale in the underwriters for marketing manner determined by the holders of at least a majority of the Registrable Securities to be included in such underwritten draw-xxxx) as any holder reasonably requests. The Company shall use its reasonable efforts to cause the registration statement or other reasons request statements filed pursuant to a Short-Form Registration to remain effective until such date as is the inclusion earlier of (i) the date on which all Registrable Securities included in the registration statement of information shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which is not required all remaining Registrable Securities may be sold during any three month period without any restriction pursuant to Rule 144(k) promulgated under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, after taking into account any holders' status as an affiliate of the Company will provide such information as may be reasonably requested for inclusion determined by the underwriters in counsel to the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2a written opinion letter addressed to the Company's transfer agent to such effect.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date on which the Company becomes eligible to register securities issued by it on Investors holding a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) majority of the Registrable Securities then outstanding will Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares and (iii) the Investors holding a majority of the PIPE Shares shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such request, already effected three (3) Short-Form Registrations for the holders of Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.2, 2(c). Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the Company will give written notice managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever If Pubco is qualified to and, pursuant to the Company is permitted to use any applicable short form. If request of the holders of a Short-Form Demand Registration is to be an underwritten Public Offeringmajority of the Registrable Securities, and if has filed with the underwriters for marketing or other reasons request the inclusion in the Commission a registration statement of information which is not required under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in a such registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period have been sold or distributed pursuant to this Section 2.2.the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above7.2(b), commencing the date RDLT, on which the Company becomes eligible to register securities issued by it behalf of any or all Sxxxxxx Parties, and MPT (on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%its own behalf) of the Registrable Securities then outstanding will shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Registrations for Demand Registrations” and, together with Registrable Securities in which the LongCompany shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Company shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (i) if the holders of Demand Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such Short-Form Registration, propose to sell Demand Registrable Securities with an aggregate market price at the time of request of less than $25,000,000, (ii) if the Company has already effected three (3) Short-Form Registrations (which became effective) for the holders of Demand Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.27.2(c), the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which or (iii) if the Company has received written requests for inclusion within 15 days after delivery of already effected a Demand Registration (which became effective) in the Company’s noticepreceding 90-day period. Once Demand Registrations shall be Short-Form Registrations whenever the Company has become is permitted to use any applicable Short-Form Registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. For so long as the Company is subject to the reporting requirements of the Exchange Act, the Company will shall use its reasonable best efforts to make Short-Form Registrations available for the offer and sale of Demand Registrations Registrable Securities. If the Company is qualified to and, pursuant to the request of RDLT, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if the Company is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Demand Registrable Securities included in such Registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Demand Registrable Securities included in such Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise). If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, the Company shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1B, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, each of (a) the holders of at least twenty-five percent (25%) a majority of the WCP Registrable Securities then outstanding, (b) the holders of a majority of the Xxxx Registrable Securities then outstanding will and (c) the holders of a majority of the Advent Registrable Securities then outstanding shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together . The Company shall pay all Registration Expenses with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such respect to Short-Form Registration exceeds $2,000,000. Promptly after receipt of Registrations, whether or not any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securitieseffective. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If , including Form S-3, and if the managing underwriters (if any) agree to the use of a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated use its reasonable best efforts to effect an unlimited number of, but shall not be obligated to pay for more than two (2), make Short-Form Demand Registrations in any twelve month period available for the sale of Registrable Securities. If (a) the holders of a majority of the WCP Registrable Securities, (b) the holders of a majority of the Xxxx Registrable Securities or (c) the holders of a majority of the Advent Registrable Securities, as the case may be, initially requesting a Short-Form Registration request that such Short-Form Registration be filed pursuant to this Rule 415 (a “Shelf Registration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to cause the registration statement for the Shelf Registration (a “Shelf Registration Statement”) to be filed and to be declared effective under the Securities Act in accordance with Section 2.24 hereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of 66 2/3% of the Sponsor Registrable Securities to be included in such registration and except as provided in the last sentence of Section 1D(a) below.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration1(b), the holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposing to sell Registrable Securities and such other securities (if any) at least twenty-five percent an aggregate price to the public (25%net of any underwriters’ discounts or commissions) of the Registrable Securities then outstanding will not less than twenty million dollars ($20,000,000) shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with in which the Long-Form Demand Registration, “Demand Registrations”)Company shall pay all Registration Expenses; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Company shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request registration pursuant to this Section 2.2, 1(c) if the Company will give written notice has, within the twelve (12) month period preceding the date of such request request, already effected two (2) registrations on Form S-3 pursuant to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticethis Section 1(c). Once the Company has become subject Notwithstanding anything contained herein to the reporting requirements of the Exchange Actcontrary, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall use its reasonable best efforts to make Short-Form Demand Registration Registrations on Form S-3 available for the sale of Registrable Securities. If the Company is qualified to be an underwritten Public Offeringand, pursuant to the request of the holders of a majority of Registrable Securities entitled to demand a registration as permitted above, has filed with the Securities and if the underwriters for marketing or other reasons request the inclusion in the Exchange Commission a registration statement of information which is not required under the Securities Act on Form S-3 pursuant to be included in a registration statement on Rule 415 under the applicable form for Securities Act (the Short-Form Demand “Required Registration”), the Company will provide such information shall use its reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as may be reasonably requested for inclusion by soon as practical after filing, and once effective, the underwriters in the Short-Form Demand Registration. The Company shall be obligated cause such Required Registration to effect an unlimited number ofremain effective for a period ending on the earlier of (i) the date on which all Registrable Securities have been sold pursuant to the Required Registration, but shall not be obligated or (ii) the date as of which the holders of Registrable Securities that properly requested such Required Registration are able to pay for more than two sell all of their Registrable Securities then held by them within the three (2), Short-Form Demand Registrations in any twelve 3) month period pursuant to this Section 2.2immediately succeeding such date in compliance with Rule 144 under the Securities Act (the “Effective Period”).

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), commencing each of (i) the date Majority Presto Investors, on which behalf of any and all Presto Investors, (ii) the Company becomes eligible to register securities issued by it Majority Metropolitan Parties, on a Form S-3 or behalf of any similar short-form registrationand all Metropolitan Parties, and (iii) the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will Sponsors, shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration: (x) if Pubco has already effected three Short-Form Registrations (which became effective) for the holders of Registrable Securities requesting a Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.22(c), or (y) if Pubco has already effected a Demand Registration (which became effective) in the Company will give written notice preceding 90-day period. Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form registration and if the managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.

Short-Form Registrations. In addition Prior to the Long-Form Demand Registration provided pursuant to expiration of the transfer restrictions set forth in Section 2.1 above4.2(a), commencing the date on which the Company becomes eligible will use its reasonable best efforts to register securities issued by it on a qualify for registration on, and will promptly file, Form S-3 or any similar short-comparable or successor form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, forms or any similar short-form registration (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any and such Short-Form Registration exceeds $2,000,000. Promptly after receipt will be a “shelf” registration statement providing for the registration, and the sale on a continuous or delayed basis, of any request the Registrable Securities pursuant to this Section 2.2Rule 415. In no event shall the Company be obligated to effect any shelf other than pursuant to a Short-Form Registration. Upon filing a Short-Form Registration, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Actwill, the Company will if applicable, use its reasonable best efforts to make cause such Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations Registration Statement to be declared effective, will be keep such Short-Form Demand Registrations whenever Registration effective with the Company is permitted to use SEC at all times and any applicable short form. If a Short-Form Demand Registration is to shall be an underwritten Public Offeringre-filed upon its expiration, and if shall cooperate in any shelf take-down by amending or supplementing the underwriters for marketing or other reasons request the inclusion in the registration prospectus statement of information which is not required under the Securities Act related to be included in a registration statement on the applicable form for the such Short-Form Demand Registration, the Company will provide such information Registration as may be reasonably requested for inclusion by the underwriters Investor or any transferees or as otherwise required, until the Investor or any transferees who would require such registration to effect a sale of the Registrable Securities no longer hold the Registrable Securities, regardless of whether or not the transfer restrictions set forth in Section 4.2(a) have expired or terminated; provided that no Investor or transferee may be permitted to sell under such “shelf” registration statement during such times as the trading window is not open for Company senior management in accordance with the Company’s policies. The Company will pay all Registration Expenses incurred in connection with any Short-Form Demand Registration. The Company shall be obligated use its commercially reasonable efforts to effect take such actions as are under its control to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (and not become an unlimited number of, but shall not be obligated to pay for more than two ineligible issuer (2as defined in Rule 405 under the Securities Act), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2).

Short-Form Registrations. In addition Subject to the Long-Form Demand Registration provided provisions of Section 2.1.4 hereof, the Holders of Registrable Securities may, on no more than one (1) occasion in any six (6) month period, request in writing that the Company, pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will be entitled to request registrations Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all or part of their Registrable Securities on Form S-3, if available to the Company, F-3 or any similar short-short form registration statement that may be available at such time (“Short-Short Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay effect such request through an Underwritten Offering. The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a “well known seasoned issuer” as defined under Rule 405 at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Short Form Registration, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Short Form Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Short Form Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than two fifteen (2)15) days after the Company’s initial receipt of such written request for a Short Form Registration, Short-Form Demand Registrations the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any twelve month period other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.22.3 if: (i) Short Form Registration is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

Short-Form Registrations. In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, the holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding will Xxxxx Xxxxx shall be entitled to request registrations under the Securities Act an unlimited number of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Demand Registrations” and, together with Registrations in which the Long-Form Demand Registration, “Demand Registrations”)Company shall pay all Registration Expenses; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in any such Short-Form Registration exceeds $2,000,000. Promptly after receipt of any request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Securities and will use reasonable best efforts shall be entitled to include pari passu participation in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s notice. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company will use its reasonable best efforts to make Short-Form Demand Registrations available for the sale of Registrable Securitiesand in accordance with this Section 1 and Section 2. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If the Company, pursuant to the request of Xxxxx Xxxxx, is qualified to and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then, subject to the Securities Act and applicable rules and regulations thereunder, the Company shall use reasonable best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective for a period ending on the earlier of (A) the date on which all Registrable Securities included in such registration have been sold pursuant to the Required Registration, and (B) the date as of which the holder(s) of the Registrable Securities included in such registration (assuming such holder(s) are Affiliates of the Company) are able to sell all of the Registrable Securities included in such registration within a 90-day period in compliance with Rule 144 under the Securities Act; provided, that if Xxxxx Xxxxx initiates a Required Registration, the other holders of Registrable Securities shall be entitled to pari passu participation in such registration subject to and in accordance with this Section 1 and Section 2. At any time that any Short-Form Registration is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of its Registrable Securities included by it on any Short-Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall promptly amend or supplement the Short-Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(c)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down Notice and subject to and in accordance with this Section 1 and Section 2, deliver such notice to all other holders of Registrable Securities included in any Short-Form Registration and permit each holder to include its Registrable Securities included on a Short-Form Demand Registration is in the Shelf Offering if such holder notifies the proposing holders and the Company within four business days after delivery of the Take-Down Notice to such holder, and in the event that the managing underwriter advises the holders of such securities that in its or their view the total number or dollar amount of Registrable Securities proposed to be an underwritten Public Offeringsold in such offering is such as to adversely affect the success of such offering (including, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 1(d). Notwithstanding anything herein to the contrary (including Section 2), if the Investors wish to engage in an underwritten block trade or similar transaction with a two day or less marketing period, including through filing an automatic shelf registration statement or take-down from an already existing shelf registration statement (collectively, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in this Section 1(c), the Investors will notify the Company of the Underwritten Block Trade on the applicable form for day such offering is to commence. If requested by the Short-Form Demand RegistrationInvestors, the Company will provide promptly notify other holders of Registrable Securities of such information as Underwritten Block Trade and such other holders of Registrable Securities may be reasonably requested for inclusion elect whether or not to participate no later than the day such offering is to commence (unless a longer period is agreed to by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2Investors), Short-Form Demand Registrations and the Company will as expeditiously as possible use its best efforts to facilitate such offering; provided that, notwithstanding anything herein to the contrary, no holder of Registrable Securities holding less than 5% of the Company’s fully diluted common stock, measured as of the time of commencement of such Underwritten Block Trade, will be provided notice or be permitted to participate in any twelve month period pursuant to this Section 2.2an Underwritten Block Trade without the consent of the Investors.

Short-Form Registrations. In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, commencing the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration2(b), the holders Advisor, on behalf of at least twenty-five percent (25%) of the Registrable Securities then outstanding will any or all Investors, shall be entitled to request registrations under the Securities Act of all or part of their Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration (“Short-Form Registrations for Demand Registrations” and, together with the LongRegistrable Securities in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the anticipated aggregate offering amount of the Registrable Securities included in Pubco shall not be obligated to effect any such Short-Form Registration exceeds $2,000,000. Promptly after receipt Registration: (i) if the holders of Demand Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell Demand Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, (ii) if Pubco has already effected three (3) Short-Form Registrations (which became effective) for the holders of Demand Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.22(c), or (iii) if Pubco has already effected a Demand Registration (which became effective) in the Company will give written notice preceding 90-day period. Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable Short-Form Registration and if the managing underwriters (if any) agree to the use of such request to all other holders of Registrable Securities and will use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within 15 days after delivery of the Company’s noticea Short-Form Registration. Once the Company has become For so long as Pubco is subject to the reporting requirements of the Exchange Act, the Company will Pubco shall use its reasonable best efforts to make Short-Form Registrations available for the offer and sale of Demand Registrations Registrable Securities. If Pubco is qualified to and, pursuant to the request of the Advisor, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Demand Registrable Securities included in such Registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Demand Registrable Securities included in such Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and, in the case of Demand Registrable Securities issuable upon the exercise of Warrants, assuming the exercise of such Warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If a Short-Form Demand Registration is to be an underwritten Public Offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Demand Registration. The Company shall be obligated to effect an unlimited number of, but shall not be obligated to pay for more than two (2), Short-Form Demand Registrations in any twelve month period pursuant to this Section 2.2.