Exhibit 10.4


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2022, by and among (i) Ventoux
CCM Acquisition Corp., a Delaware corporation (“Pubco”), (ii) Ventoux Acquisition Holdings LLC, a Delaware
limited liability company (“Co-Sponsor”), (iii) Chardan International Investments, LLC, a Delaware limited
liability company (together with the Co-Sponsor, the “Sponsors”), (iv) [***] (the “[***]”)
and [***] (together with the [***], the “ [***] Investors”), (v) each of the Persons listed on the
Schedule of Investors attached hereto as of the date hereof, and (vi) each of the other Persons set forth from time to time on the
Schedule of Investors who, at any time, own securities of Pubco and enter into a joinder to this Agreement agreeing to be bound by
the terms hereof (each Person identified in the foregoing (ii) through (vi), an “Investor” and, collectively, the
“Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings
set forth in Section 11 hereof.


 


WHEREAS, Pubco and certain
of the Investors (the “Original Holders”) are parties to that certain Registration Rights Agreement, dated as of December
23, 2020 (the “Prior Agreement”);


 


WHEREAS, the Original Holders
currently hold an aggregate of 4,312,500 shares (the “Founder Shares”) of common stock of Pubco, par value $0.0001
per share, issued prior to Pubco’s initial public offering;


 


WHEREAS, upon the consummation
of the transactions contemplated by the Merger Agreement, the Original Holders will hold an aggregate of 6,075,000 warrants (the “Private
Placement Warrants”) to purchase, at an exercise price of $11.50 per share (subject to adjustment), shares of Common Stock;


 


WHEREAS, Pubco, Ventoux Merger
Sub I, Inc. (“First Merger Sub”), Ventoux Merger Sub II, LLC (“Second Merger Sub”) and E La Carte,
Inc. (the “Target”) have entered into that certain Agreement and Plan of Merger, dated as of November 10, 2021 (the
“Merger Agreement”), pursuant to which (and subject to the terms and conditions set forth therein) First Merger Sub
will merge with and into the Target, with the Target surviving such merger as a wholly-owned subsidiary of Pubco (the “First
Merger”), and immediately following the First Merger, the surviving corporation will merge with and into Second Merger Sub,
with Second Merger Sub continuing on as the surviving entity as a wholly-owned subsidiary of the Company (the merger transactions collectively
referred to as the “Merger”);


 


WHEREAS, in connection
with the execution and delivery of the Merger Agreement, Pubco and the [***] Investors entered into subscription agreements, dated
as of 10, 2021 (the “Subscription Agreements”), pursuant to which, and subject to the terms and conditions
thereof, such [***] Investors have agreed to purchase the Subscribed Shares, the Subscribed Notes and the Subscribed Warrants, each
as defined in the Subscription Agreements);


 


WHEREAS, the parties to the
Prior Agreement desire to amend and restate the Prior Agreement in its entirety on the terms and conditions included herein and to include
the recipients of the other Registrable Securities identified herein.


 






     


     


    

 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby agree as follows:


 


1. Resale
Shelf Registration Rights.


 


(a) Registration
Statement Covering Resale of Registrable Securities. Pubco shall use its reasonable best efforts to prepare and file or cause to be
prepared and filed with the Commission, no later than thirty (30) days following the consummation of the Mergers (the “Filing
Deadline”), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities
Act registering the resale from time to time by the Investors of all of the Registrable Securities held by the Investors (the “Resale
Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-1; provided, that Pubco shall
file, within thirty (30) days of such time as Form S-3 (“Form S-3”) is available for the Resale Shelf Registration
Statement, a post-effective amendment to the Resale Shelf Registration Statement then in effect, or otherwise file a Registration Statement
on Form S-3, registering the Registrable Securities for resale in accordance with the immediately preceding sentence on Form S-3 (provided
that Pubco shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement (or
post-effective amendment) on Form S-3 covering such Registrable Securities has been declared effective by the Commission). Pubco shall
use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing,
but in no event later than the earlier of (i) sixty (60) days following the Filing Deadline and (ii) three (3) Business Days after the
Commission notifies Pubco that it will not review the Resale Shelf Registration Statement, if applicable (the “Effectiveness
Deadline”); provided, that, if the Registration Statement filed pursuant to this Section 1(a) is reviewed by, and Pubco receives
comments from, the Commission with respect to such Registration Statement, the Effectiveness Deadline shall be extended to ninety (90)
days following the Filing Deadline. Without limiting the foregoing, as soon as practicable, but in no event later than three (3) Business
Days, following the resolution or clearance of all Commission comments or, if applicable, following notification by the Commission that
any such Registration Statement or any amendment thereto will not be subject to review, Pubco shall file a request for acceleration of
effectiveness of such Registration Statement (to the extent required, by declaration or ordering of effectiveness, of such Registration
Statement or amendment by the Commission) to a time and date not later than two (2) Business days after the submission of such request.
Once effective, Pubco shall use reasonable best efforts to keep the Resale Shelf Registration Statement continuously effective and to
be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure
that another Registration Statement is available, under the Securities Act at all times for the public resale of all of the Registrable
Securities until such date as all Registrable Securities covered by the Resale Shelf Registration Statement have been disposed of in accordance
with the intended method(s) of distribution set forth in such Registration Statement. The Resale Shelf Registration Statement shall contain
a Prospectus in such form as to permit any Investor to sell such Registrable Securities pursuant to Rule 415 under the Securities Act
(or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such
Registration Statement, and Pubco shall file with the Commission the final form of such Prospectus pursuant to Rule 424 (or successor
thereto) under the Securities Act no later than the first (1st) Business Day after the Resale Shelf Registration Statement
becomes effective. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method
or combination of methods legally available to, and requested by, the Investors. Without limiting the foregoing, subject to any comments
from the Commission, each Registration Statement filed pursuant to this Section 1 shall include a “plan of distribution” approved
by the Majority Presto Investors, the Majority  [***] Investors and the Sponsors.


 






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(b) Notwithstanding
the registration obligations set forth in this Section 1, in the event that, despite Pubco’s efforts to include all of the
Registrable Securities in any Registration Statement filed pursuant to Section 1(a), the Commission informs Pubco (the “Commission’s
Notice”) that all of the Registrable Securities cannot, as a result of the application of Rule 415 or otherwise, be registered
for resale as a secondary offering on a single Registration Statement, Pubco agrees to promptly (i) inform each of the holders thereof
and use its reasonable best efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and (ii)
as soon as practicable but in no event later than the New Registration Statement Filing Deadline, file an additional Registration Statement
(a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to Pubco for such Registration
Statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however,
that prior to filing such amendment or New Registration Statement, Pubco shall be obligated to use its reasonable best efforts to advocate
with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral
guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including without limitation,
the Manual of Publicly Available Telephone Interpretations D.29. The Investors shall have the right to participate or have their respective
legal counsel participate in any meetings or discussions with the Commission regarding the Commission’s position and to comment
or have their respective counsel comment on any written submission made to the Commission with respect thereto. No such written submission
shall be made to the Commission to which any Investor’s counsel reasonably objects. Notwithstanding any other provision of this
Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular
Registration Statement as a secondary offering, unless otherwise directed in writing by a holder as to its Registrable Securities directing
the inclusion of less than such holder’s pro rata amount or otherwise required by the SEC, the number of Registrable Securities
to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities
held by the Investors. In the event Pubco amends the Resale Shelf Registration Statement or files a New Registration Statement, as the
case may be, under clauses (i) or (ii) above, Pubco will use its reasonable best efforts to file with the Commission, as promptly as allowed
by Commission or SEC Guidance provided to Pubco or to registrants of securities in general, one or more Registration Statements on Form
S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale
Shelf Registration Statement, as amended, or the New Registration Statement. If Pubco shall not be able to register for resale all of
the Registrable Securities on the Resale Shelf Registration Statement within three (3) months following the date of Pubco’s receipt
of the Commission’s Notice, then, until such Resale Shelf Registration Statement is effective, each of the Majority Presto Investors,
the Majority [***] Investors and the Sponsors shall be entitled to demand registration rights pursuant to Section 2 below (the “Shelf
Demand Right”).


 


(c) Registrations
effected pursuant to this Section 1 shall not be counted as Demand Registrations effected pursuant to Section 2.


 


(d) No
Investor shall be named as an “underwriter” in any Registration Statement filed pursuant to this Section 1 without the Investor’s
prior written consent; provided that if the Commission requests that an Investor be identified as a statutory underwriter in the Registration
Statement, then such Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw
from the Registration Statement upon its prompt written request to Pubco, in which case Pubco’s obligation to register such Investor’s
Registrable Securities shall be deemed satisfied or (ii) be included as such in the Registration Statement. Each Registration Statement
(and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall
be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Majority Presto Investors, the Majority [***] Investors and the Sponsors prior to its filing with, or other submission to, the Commission; provided that, Pubco shall not be deemed
to be in breach of any Effectiveness Deadline or other deadline set forth in this Agreement if the failure of Pubco to meet such deadline
is the result of an Investor’s failure to approve such Registration Statement or amendment or supplement thereto or request for
acceleration thereof.


 


(e) In
the event that on any Trading Day (as defined below) (the “Registration Trigger Date”) the number of shares available
under the Registration Statements filed pursuant to this Section 1 is insufficient to cover all of the Registrable Securities (without
giving effect to any limitations on the exercise or conversion of any securities exercisable for, or convertible into, Registrable Securities
and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash), Pubco
shall amend such Registration Statements, or file a new Registration Statement (on the short form available therefor, if applicable),
or both, so as to cover the total number of Registrable Securities so issued or issuable (without giving effect to any limitations on
the exercise or conversion of any securities exercisable for, or convertible into, Registrable Securities and, in the case of Registrable
Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash) as of the Registration Trigger Date
as soon as practicable, but in any event within fifteen (15) days after the Registration Trigger Date. Pubco shall use its reasonable
best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof, but in any event Pubco shall cause such amendment and/or new Registration Statement to become effective within sixty (60) days
of the Registration Trigger Date (or ninety (90) days if the applicable Registration Statement or amendment is reviewed by, and comments
are thereto provided from, the Commission) or as promptly as practicable in the event Pubco is required to increase its authorized shares.
“Trading Day” shall mean any day on which the Common Stock is traded for any period on the principal securities exchange
or other securities market on which the Common Stock is then being traded.


 






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2. Demand
Registrations.


 


(a) Requests
for Registration. Subject to the terms and conditions of this Agreement and, as applicable, the lock-up provisions contained in Section
5.3 of Pubco’s Amended and Restated Bylaws (the “Bylaws”) and the Support Agreements (as defined in the Merger
Agreement) at any time or from time to time, provided that Pubco does not then have an effective Registration Statement outstanding covering
all of the Registrable Securities, the holders of Registrable Securities may request registration under the Securities Act of all or any
portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”)
or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form
registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration
Statement”), if available to Pubco (“Short-Form Registrations”), in accordance with Section 2(b) and
Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations
requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand
Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution.
Subject to Sections 10(a) and 10(b) (collectively, the “MNPI Provisions”), within five (5) Business Days after receipt
of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and,
subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications
under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable
Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt
of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the
notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the
prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other
than as a result of disclosure by the holder in breach of the terms of this Agreement.


 


(b) Long-Form
Registrations. (i) The Majority Presto Investors, on behalf of any and all Presto Investors, may request two (2) Long-Form
Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective,
(ii) the Majority [***] Investors, on behalf of any and all [***] Investors, may request two (2) Long-Form Registration in
which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, and (iii) the
Sponsors may request two (2) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such
Long-Form Registration has become effective; in each case, provided thatif Pubco has already effected a Demand Registration (which
became effective) in the preceding 45-day period; provided, further, that Pubco shall only be obligated to effect, or take any
action to effect, two (2) Long-Form Registrations for each of the Majority Presto Investors, the Majority [***]   Investors and
the Sponsors. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and
unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to
be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any
registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has
counted as one of the permitted Long-Form Registrations hereunder.


 






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(c) Short-Form
Registrations. In addition to the Long-Form Registration provided pursuant to Section 2(b), each of (i) the Majority Presto
Investors, on behalf of any and all Presto Investors, (ii) the Majority [***] Investors, on behalf of any and all  [***] Investors,
and (iii) the Sponsors, shall be entitled to request Short-Form Registrations in which Pubco shall pay all Registration Expenses whether
or not any such Short-Form Registration has become effective; provided, however, that 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 pursuant to this Section 2(c), or (y) if Pubco has already effected
a Demand Registration (which became effective) in the 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
a Short-Form Registration. For so long as Pubco is subject to the reporting requirements of the Exchange Act, Pubco shall use its reasonable
best efforts to make Short-Form 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.


 


(d) Shelf
Takedowns. At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders
of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an underwritten offering, block sale
or other distribution plan (each, a “Resale Shelf Registration”), is effective and its use has not been otherwise suspended
by Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a “Takedown Demand”) by
any Investor that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”),
Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale
Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith;
provided that, subject to the MNPI Provisions, Pubco will provide (x) in connection with any non-marketed underwritten takedown offering
(other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities
(other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three (3)
year anniversary of the consummation of the Mergers, notice of such Takedown Demand to each holder of Registrable Securities (other than
the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown
Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown
Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x)
any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the consummation of the Mergers and
(y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence
request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the
case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given
to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and
(C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant),
the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell
their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder
shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in
such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to
the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.


 






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(e) Priority
on Demand Registrations and Takedown Offerings. Pubco shall not include in any Demand Registration that is an underwritten offering
any securities that are not Registrable Securities without the prior written consent of the managing underwriters and the holders of a
majority of the Registrable Securities then outstanding. If a Demand Registration or a takedown offering is an underwritten offering and
the managing underwriters advise Pubco in writing that in their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any,
which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable
Securities included in such underwritten offering, Pubco shall include in such offering, prior to the inclusion of any securities which
are not Registrable Securities, the Registrable Securities requested to be included in such registration (pro rata among the holders of
such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder).


 


(f) Restrictions
on Demand Registrations and Takedown Offerings. Any demand for the filing of a Registration Statement or for a registered offering
(including a takedown offering) hereunder will be subject to the constraints of any applicable lock-up arrangements to which any demanding
Investor is party, and any such demand must be deferred until such lock-up arrangements no longer apply.


 


(i) Pubco
shall not be obligated to effect any Demand Registration within 60 days prior to Pubco’s good faith estimate of the date of filing
of a Registration Statement in respect of an underwritten public offering of Pubco’s securities and for such a period of time after
such a filing as the managing underwriters request, provided that such period shall not exceed 120 days from the date of the underwriting
agreement entered into in respect of such underwritten public offering. Pubco may postpone, for up to 60 days from the date of the request,
the filing or the effectiveness of a Registration Statement for a Demand Registration or suspend the use of a prospectus that is part
of any Resale Shelf Registration Statement (and therefore suspend sales of the Registrable Securities included therein pursuant to such
Resale Shelf Registration Statement) by providing written notice to the holders of Registrable Securities in accordance with Section
2(f)(ii) if the board of directors of Pubco reasonably determines in good faith that the offer or sale of Registrable Securities would
be expected to have a detrimental effect on any proposal or plan by Pubco or any subsidiary thereof to engage in any material acquisition
or disposition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer,
recapitalization, reorganization or similar transaction or would require Pubco to disclose any material nonpublic information which would
reasonably be likely to be detrimental to Pubco and its subsidiaries; provided that in such event, the holders of Registrable Securities
initially requesting such Demand Registration or Takedown Demand shall be entitled to withdraw such request. Pubco may delay or suspend
the effectiveness of a Registration Statement filed hereunder or takedown offering pursuant to this Section 2(f)(i) twice in any
consecutive twelve-month period; provided that, for the avoidance of doubt, Pubco may in any event delay or suspend the effectiveness
of Demand Registration or takedown offering in the case of an event described under Section 5(g) to enable it to comply with its
obligations set forth in Section 5(f).


 






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(ii) In
the case of an event that causes Pubco to suspend the use of any Resale Shelf Registration as set forth in Section 2(f)(i) or pursuant
to Section 5(g) (a “Suspension Event”), Pubco shall give a notice to the holders of Registrable Securities registered
pursuant to such Shelf Registration (a “Suspension Notice”), no later than three (3) Business Days from the date of
such Suspension Event, to suspend sales of the Registrable Securities and, subject to the MNPI Provisions, such notice shall state that
such suspension shall continue only for so long as the Suspension Event or its effect is continuing (provided that in each notice Pubco
shall not disclose the basis for such suspension or any material non-public information to any Investor unless otherwise requested in
writing by such Investor). Pubco shall use commercially reasonable efforts to make the Resale Shelf Registration Statement available for
the sale by Investors of Registrable Securities as soon as practicable following a Suspension Event. A holder of Registrable Securities
shall not effect any sales of the Registrable Securities pursuant to such Resale Shelf Registration (or such filings) at any time after
it has received a Suspension Notice from Pubco and prior to receipt of an End of Suspension Notice (as defined below); provided, for the
avoidance of doubt, that the foregoing shall not restrict or otherwise affect the consummation of any sale pursuant to a contract entered
into, or order placed, by any holder prior to the delivery the Suspension Notice. Each holder of Registrable Securities agrees that such
holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose the information contained in such Suspension
Notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the
public generally, other than as a result of disclosure by such holder in breach of the terms of this Agreement. The holders of Registrable
Securities may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf Registration (or such filings) following
further written notice to such effect (an “End of Suspension Notice”) from Pubco, which End of Suspension Notice shall
be given by Pubco to the holders of Registrable Securities and to such holders’ counsel, if any, promptly following the conclusion
of any Suspension Event.


 


(iii) Notwithstanding
any provision herein to the contrary, if Pubco shall give a Suspension Notice with respect to any Resale Shelf Registration pursuant to
this Section 2(f), Pubco agrees that it shall extend the period of time during which such Resale Shelf Registration shall be maintained
effective pursuant to this Agreement by the number of days during the period from the date of receipt by the holders of the Suspension
Notice to and including the date of receipt by the holders of the End of Suspension Notice and provide copies of the supplemented or amended
prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond
the date that Common Stock covered by such Resale Shelf Registration are no longer Registrable Securities.


 


(g) Selection
of Underwriters. In connection with any Demand Registration, the Applicable Approving Party shall have the right to select the investment
banker(s) and manager(s) to administer the offering; provided that such selection shall be subject to the written consent of Pubco, which
consent will not be unreasonably withheld, conditioned or delayed. If any takedown offering is an underwritten offering, the Applicable
Approving Party shall have the right to select the investment banker(s) and manager(s) to administer such takedown offering, provided
that such selection shall be subject to the written consent of Pubco, which consent will not be unreasonably withheld, conditioned or
delayed. In each case, Pubco and the Applicable Approving Party shall have the right to approve the underwriting arrangements with such
investment banker(s) and manager(s) on behalf of all holders of Registrable Securities participating in such offering. All Investors proposing
to distribute their securities through underwriting shall (together with Pubco) enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting.


 






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(h) Other
Registration Rights. Pubco represents and warrants to each holder of Registrable Securities that the registration rights granted in
this Agreement do not conflict with any other registration rights granted by Pubco. Except as provided in this Agreement, Pubco shall
not grant to any Persons the right to request Pubco to register any equity securities of Pubco, or any securities, options or rights convertible
or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Registrable
Securities then outstanding.


 


(i) Revocation
of Demand Notice or Takedown Notice. At any time prior to the effective date of the Registration Statement relating to a Demand Registration
or the “pricing” of any offering relating to a Takedown Demand, the holders of Registrable Securities that requested such
Demand Registration or takedown offering may revoke such request for a Demand Registration or takedown offering on behalf of all holders
of Registrable Securities participating in such Demand Registration or takedown offering without liability to such holders of Registrable
Securities, in each case by providing written notice to Pubco.


 


3. Piggyback
Registrations.


 


(a) Right
to Piggyback. Whenever Pubco proposes to register under the Securities Act an offering of any of its securities on behalf of any holders
thereof or otherwise effect an underwritten offering of securities (other than (i) pursuant to the Resale Shelf Registration Statement,
(ii) pursuant to a Demand Registration (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section
2 hereof), (iii) pursuant to a Takedown Demand (which, for the avoidance of doubt, is addressed in and subject to the rights set forth
in, Section 2 hereof), (iv) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor
forms, (v) pursuant to a registration relating solely to employment benefit plans, or (vi) in connection with a registration the primary
purpose of which is to register debt securities) and the registration form to be used may be used for the registration of Registrable
Securities (a “Piggyback Registration”), Pubco shall give prompt written notice to all holders of Registrable Securities
of its intention to effect such a Piggyback Registration and, subject to the terms of Sections 3(c) and 3(d) hereof, shall
include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other
registration requirements and in any related underwriting) all Registrable Securities with respect to which Pubco has received written
requests for inclusion therein within ten (10) Business Days after the delivery of Pubco’s notice; provided that any such other
holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the applicable
Registration Statement becoming effective (if applicable).


 


(b) Piggyback
Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by Pubco in all Piggyback Registrations,
whether or not any such registration became effective.


 


(c) Priority
on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of Pubco, and the managing
underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds
the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing
or method of distribution of the offering, Pubco shall include in such registration (i) first, the securities Pubco proposes to sell,
(ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such underwriters,
can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of
Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such registration which,
in the opinion of such underwriters, can be sold, without any such adverse effect.


 






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(d) Priority
on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s
securities other than holders of Registrable Securities, and the managing underwriters advise Pubco in writing that in their opinion the
number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering
without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall
include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration,
(ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such underwriters,
can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of
Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in such registration which,
in the opinion of such underwriters, can be sold, without any such adverse effect.


 


(e) Other
Registrations. If Pubco has previously filed a Registration Statement with respect to Registrable Securities pursuant to Section
2 or pursuant to this Section 3, and if such previous registration has not been withdrawn or abandoned, then Pubco shall not
be required to file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable
into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form or the Resale Shelf Registration
Statement or a New Registration Statement) at the request of any holder or holders of such Registrable Securities until a period of at
least 90 days has elapsed from the effective date of such previous registration; provided, however, that Pubco shall at all times remain
obligated to file, supplement and/or amend, as applicable, each Registration Statement required to be filed pursuant to Section 1 in accordance
with Sections 1(a) and 1(b), as applicable.


 


(f) Right
to Terminate Registration. Pubco shall have the right to terminate or withdraw any registration initiated by it under this Section
3 whether or not any holder of Registrable Securities has elected to include securities in such registration. The Registration Expenses
of such withdrawn registration shall be borne by Pubco in accordance with Section 7.


 


4. Agreements
of Certain Holders.


 


(a) If
required by the managing underwriter(s), in connection with any underwritten Public Offering on or after the date hereof, any Investor
that beneficially owns 1% or more of the outstanding Common Stock on the date of such underwritten Public Offering shall enter into lock-up
agreements with the managing underwriter(s) of such underwritten Public Offering in such form as agreed to by such managing underwriter(s).
In no event shall any Investor holding Registrable Securities that is not a director or executive officer of Pubco on the date of such
underwritten Public Offering be required to enter into any such lock-up agreement (i) that contains less favorable terms than the terms
offered to any other Investor, or (ii) unless such Investor has requested its Registrable Securities be included in such underwritten
registration, after the first anniversary of the Closing Date (as defined in the Merger Agreement) if it owns less than 5% of the outstanding
Common Stock on the date of such underwritten Public Offering. In addition, (i) in no event shall any Investor that is not a director
or executive officer of Pubco on the date of such underwritten Public Offering be required to enter into lock-up agreements pursuant to
this Section 4(a) on more than two (2) occasions (unless such Investor is including its Registrable Securities in an underwritten
registration and such lock-up is requested by the managing underwriter(s) in connection therewith), (ii) any lock-up agreement into which
any Investor enters into pursuant to this Section 4(a) shall be for a period of not more than sixty (60) days, (iii) the obligations
of the Investors to enter into lockup agreements pursuant to this Section 4(a) shall terminate on the second anniversary of the Closing
Date, (iv) no Investor shall be required to enter into a lock-up agreement pursuant to this Section 4(a) within six (6) months
following the expiration of a previous lock-up agreement entered into by such Investor pursuant to this Section 4(a), (v) no Investor
shall be required to be subject to a lock-up agreement pursuant to this Section 4(a) during the sixty (60) day period commencing
immediately following the date that shares of Common Stock are first released from the Lock-up (as defined in the Support Agreements,
respectively).


 






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(b) The
holders of Registrable Securities shall use commercially reasonable efforts to provide such information as may reasonably be requested
by Pubco, or the managing underwriter, if any, in connection with the preparation of any Registration Statement in which the Registrable
Securities of such holder are to be included, including amendments and supplements thereto, in order to effect the Registration Statement,
including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities Act
pursuant to Section 3. Notwithstanding anything else in this Agreement, Pubco shall not be obligated to include such holder’s
Registrable Securities to the extent Pubco has not received such information, and received any other reasonably requested selling stockholder
questionnaires, on or prior to the later of (i) the tenth (10th) Business Day following the date on which such information
is requested from such holder and (ii) the second (2nd) Business Day prior to the first anticipated filing date of a Registration
Statement pursuant to this Agreement.


 


5. Registration
Procedures. In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the
holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated
a takedown offering, Pubco shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities
in accordance with the intended method of disposition thereof, and pursuant thereto Pubco shall as expeditiously as reasonably possible:


 


(a) prepare
in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the Commission a Registration
Statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities
laws, with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective
(provided that at least two (2) Business Days before filing a Registration Statement or prospectus or any amendments or supplements thereto,
Pubco shall furnish to counsel selected by the Applicable Approving Party copies of all such documents proposed to be filed, which documents
shall be subject to the review and comment of such counsel, and no such document shall be filed with the Commission to which any Investor
or its counsel reasonably objects);


 


(b) notify
each holder of Registrable Securities of (A) the issuance by the Commission of any stop order suspending the effectiveness of any Registration
Statement or the initiation of any proceedings for that purpose, (B) the receipt by Pubco or its counsel of any notification with respect
to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose, and (C) the effectiveness of each Registration Statement filed hereunder;


 


(c) prepare
and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith
as may be necessary to keep such Registration Statement and the prospectus used in connection therewith current, effective and available
for the resale of all of the Registrable Securities required to be covered thereby for a period ending when all of the securities covered
by such Registration Statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set
forth in such Registration Statement (but not in any event before the expiration of any longer period required under the Securities Act
or, if such Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the
underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer)
and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement
during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;


 






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(d) furnish
to each seller of Registrable Securities thereunder such number of copies of such Registration Statement, each amendment and supplement
thereto, the prospectus included in such Registration Statement (including each preliminary prospectus), each Free-Writing Prospectus
and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by such seller;


 


(e) during
any period in which a prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed
with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act;


 


(f) use
its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as the lead underwriter or the Applicable Approving Party reasonably requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such seller (provided that Pubco shall not be required to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 5(f), (ii) consent to general service of process in any such jurisdiction
or (iii) subject itself to taxation in any such jurisdiction);


 


(g) promptly
notify in writing each seller of such Registrable Securities (i) after it receives notice thereof, of the date and time when such Registration
Statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a
Registration Statement has been filed and when any registration or qualification has become effective under a state securities or blue
sky law or any exemption thereunder has been obtained, (ii) subject to the MNPI Provisions after receipt thereof, of any request by the
Commission for the amendment or supplementing of such Registration Statement or prospectus or for additional information, and (iii) at
any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result
of which the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary
to make the statements therein not misleading, and, at the request of any such seller, Pubco promptly shall prepare, file with the Commission
and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading;


 


(h) cause
all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Pubco are then listed and,
if similar securities are not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing,
to arrange for at least two market makers to register as such with respect to such Registrable Securities with FINRA;


 


(i) if
applicable, promptly effect a filing with FINRA pursuant to FINRA Rule 5110 (or successor thereto) with respect to the public offering
contemplated by resales of securities under the Resale Shelf Registration Statement (an “Issuer Filing”), pay the filing
fee required by such Issuer Filing and use its reasonable best efforts to pursue the Issuer Filing until FINRA issues a letter confirming
that it does not object to the terms of the offering contemplated by the Resale Shelf Registration Statement.


 


(j) provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;


 






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(k) enter
into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the
Applicable Approving Party or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, participating in such number of “road shows”, investor presentations
and marketing events as the underwriters managing such offering may reasonably request);


 


(l) make available for
inspection by a representative of the Investors, other than the Majority [***] Investors and Sponsors (such representative to be
selected by the Majority Presto Investors), a representative of the Sponsors, a representative of the[***]   Investors, any
underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent
retained by any such representative or underwriter, all financial and other records, pertinent corporate and business documents and
properties of Pubco as shall be reasonably requested to enable them to exercise their due diligence responsibility, and cause
Pubco’s officers, managers, directors, employees, agents, representatives and independent accountants to supply all
information reasonably requested by any such representative, underwriter, attorney, accountant or agent in connection with such
Registration Statement; provided, however, that any such representative or underwriter enters into a confidentiality agreement, in
form and substance reasonably satisfactory to Pubco, prior to the release or disclosure of any such information;


 


(m) take
all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration (including any Shelf
Registration) or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with
the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and,
when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;


 


(n) otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission;


 


(o) permit
any holder of Registrable Securities who, in its good faith judgment (based on the advice of counsel), could reasonably be expected to
be deemed to be an underwriter or a controlling Person of Pubco to participate in the preparation of such registration or comparable statement
and to require the insertion therein of material furnished to Pubco in writing, which in the reasonable judgment of such holder and its
counsel should be included;


 


(p) in
the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing
the use of any related prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale
in any jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order;


 


(q) use
its reasonable best efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of
such Registrable Securities;


 


(r) cooperate
with the holders of Registrable Securities covered by the Registration Statement and the managing underwriter or agent, if any, to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the
Registration Statement and enable such securities to be in such denominations and registered in such names as the managing underwriter,
or agent, if any, or such holders may request;


 






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(s) cooperate
with each holder of Registrable Securities covered by the Registration Statement and each underwriter or agent participating in the disposition
of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;


 


(t) if
such registration includes an underwritten public offering, use its reasonable best efforts to obtain a cold comfort letter from Pubco’s
independent public accountants and addressed to the underwriters, in customary form and covering such matters of the type customarily
covered by cold comfort letters as the underwriters in such registration reasonably request;


 


(u) provide
a legal opinion of Pubco’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes
an underwritten Public Offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement,
each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents
relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion
shall be addressed to the underwriters;


 


(v) if
Pubco files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a
WKSI (and not become an ineligible issuer (as defined in Rule 405)) during the period during which such Automatic Shelf Registration Statement
is required to remain effective;


 


(w) if
Pubco does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed,
pay such fee at such time or times as the Registrable Securities are to be sold;


 


(x) subject
to the terms of Section 2(c) and Section 2(d), if an Automatic Shelf Registration Statement has been outstanding for at
least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities,
and, if at any time when Pubco is required to re-evaluate its WKSI status Pubco determines that it is not a WKSI, use its reasonable best
efforts to refile the Registration Statement on Form S-3 and keep such Registration Statement effective (including by filing a new Resale
Shelf Registration or Shelf Registration, if necessary) during the period throughout which such Registration Statement is required to
be kept effective;


 


(y) cooperate
with each Investor that holds Registrable Securities being offered and the managing underwriter or underwriters with respect to an applicable
Registration Statement, if any, to facilitate the timely (i) preparation and delivery of certificates (not bearing any restrictive legends)
representing Registrable Securities to be offered pursuant to such Registration Statement, and enable such certificates to be registered
in such names and in such denominations or amounts, as the case may be, or (ii) crediting of the Registrable Securities to be offered
pursuant to a Registration Statement to the applicable account (or accounts) with The Depository Trust Company (“DTC”) through
its Deposit/Withdrawal At Custodian (“DWAC”) system, in any such case as such Investor or the managing underwriter or underwriters,
if any, may reasonably request; and


 


(z) for
so long as this Agreement remains effective, (a) cause the Common Stock to be eligible for clearing through DTC, through its DWAC system;
(b) be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock; (c) ensure that the
transfer agent for the Common Stock is a participant in, and that the Common Stock is eligible for transfer pursuant to, DTC’s Fast
Automated Securities Transfer Program (or successor thereto); and (d) use its reasonable best efforts to cause the Common Stock to not
at any time be subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services, including
the clearing of shares of Common Stock through DTC, and, in the event the Common Stock becomes subject to any DTC “chill,”
“freeze” or similar restriction with respect to any DTC services, use its reasonable best efforts to cause any such “chill,”
“freeze” or similar restriction to be removed at the earliest possible time.


 






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6. Termination
of Rights. Notwithstanding anything contained herein to the contrary, the right of any Investor to include Registrable Securities
in any Demand Registration or any Piggyback Registration shall terminate on such date that (i) such Investor (together with its affiliates)
beneficially owns less than 1% of the outstanding Common Stock, (ii) has held the securities for one year and (iii) may sell all of the
Registrable Securities owned by such Investor pursuant to Rule 144 of 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); provided, however, that with respect to any Investor whose rights have terminated pursuant to this Section
6, if following such a termination, such Investor loses the ability to sell all of its Registrable Securities pursuant to Rule 144
of the Securities Act without any restrictions as to volume or the manner of sale or otherwise and without the requirement for the Company
to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) due to a change in interpretive
guidance by the Commission or otherwise, then such Investor’s right to include Registrable Securities in any Demand Registration
or any Piggyback Registration shall be reinstated until such time as the Investor is once again able to sell all of its Registrable Securities
pursuant to Rule 144 of the Securities Act without any restrictions as to volume or the manner of sale or otherwise and without the requirement
for the Company to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2).


 


7. Registration
Expenses.


 


(a) All
expenses incident to Pubco’s performance of or compliance with this Agreement, including, without limitation, all registration,
qualification and filing fees, listing fees, fees and expenses of compliance with securities or blue sky laws, stock exchange rules and
filings, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel
for Pubco and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions) and other
Persons retained by Pubco (all such expenses being herein called “Registration Expenses”), shall be borne by Pubco
as provided in this Agreement and, for the avoidance of doubt, Pubco also shall pay all of its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly
review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities
exchange on which similar securities issued by Pubco are then listed. Each Person that sells securities hereunder shall bear and pay all
underwriting discounts and commissions, underwriter marketing costs, brokerage fees and transfer taxes applicable to the securities sold
for such Person’s account and all reasonable fees and expenses of any legal counsel representing any such Person.


 


(b) Pubco
shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel
chosen by the Applicable Approving Party in connection with any underwritten Demand Registration.


 






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8. Indemnification.


 


(a) Pubco
agrees to (i) indemnify, defend and hold harmless, to the fullest extent permitted by law, each Investor, each Person who controls such
Investor (within the meaning of the Securities Act or the Exchange Act) each Investor’s and control Person’s respective officers,
directors, members, partners, managers, agents, affiliates and employees from and against all losses, claims, actions, damages, liabilities
and expenses (“Losses”) caused by any untrue or alleged untrue statement of material fact contained in any Registration
Statement, prospectus, preliminary prospectus, free writing prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the
case of a prospectus, in light of the circumstances under which the statements therein were made), and (ii) pay to each Investor and their
respective officers, directors, members, partners, managers, agents, affiliates and employees and each Person who controls such Investor
(within the meaning of the Securities Act or the Exchange Act), as incurred, any legal and any other expenses reasonably incurred in connection
with investigating, preparing or defending any such claim, loss, damage, liability or action, except in each case of (i) or (ii) insofar
as the same are caused by or contained in any information furnished in writing to Pubco or any managing underwriter by or on behalf of
such Investor expressly for use therein; provided, however, that the indemnity agreement contained in this Section 8 shall not
apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent
of Pubco (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall Pubco be liable in any such case for any
such claim, loss, damage, liability or action to the extent that it arises out of or is based upon an untrue or alleged untrue statement
of any material fact contained in the Registration Statement, prospectus, preliminary prospectus, free writing prospectus or any amendment
thereof or supplement thereto or omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, prospectus, preliminary prospectus, free writing prospectus or any amendment
thereof or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of such Investor
expressly for use in connection with such Registration Statement or to the extent that such Loss results from an Investor’s initiation
of a transaction pursuant to a Registration Statement during a Suspension Event noticed to such Investor by Pubco in accordance with Section
2(f)(ii) hereof. In connection with an underwritten offering, Pubco shall indemnify any underwriters or deemed underwriters, their officers
and directors and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same
extent as provided above with respect to the indemnification of the holders of Registrable Securities.


 


(b) In
connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder shall furnish
to Pubco in writing such information relating to such holder as Pubco reasonably requests for use in connection with any such Registration
Statement or prospectus and, to the extent permitted by law, shall indemnify Pubco, its officers, directors, employees, agents and representatives
and each Person who controls Pubco (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only to the extent that such untrue or alleged untrue statement
or omission is contained in any information so furnished in writing by or on behalf of such holder or to the extent that such Loss results
from an Investor’s initiation of a transaction pursuant to a Registration Statement during a Suspension Event noticed to such Investor
by Pubco in accordance with Section 2(f)(ii) hereof; provided that the obligation to indemnify shall be individual, not joint and several,
for each holder and shall be limited to the net amount of proceeds actually received by such holder from the sale of Registrable Securities
pursuant to such Registration Statement.


 






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(c) Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party in defending such claim) and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel (as well as one local counsel for each applicable jurisdiction) for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall
have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration,
at the expense of the indemnifying party. Notwithstanding anything to the contrary contained herein, Pubco shall not, without the prior
written consent of the Person entitled to indemnification, consent to entry of any judgment or enter into any settlement or other compromise
with respect to any claim in respect of which indemnification or contribution may be or has been sought hereunder (whether or not any
such indemnified Person is an actual or potential party to such action or claim) which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to the indemnified Persons of a full release from all liability with respect to such claim or
which includes any admission as to fault or culpability or failure to act on the part of any indemnified Person.


 


(d) Each
party hereto agrees that, if for any reason the indemnification provisions contemplated by Sections 8(a) or 8(b) are unavailable
to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions
in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party
in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, relates to information supplied by or on behalf of such indemnifying party or indemnified party, and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 8(d) were determined by
pro rata allocation (even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations referred to in this Section 8(d). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection
with investigating or, except as provided in Section 8(c), defending any such action or claim. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The sellers’ obligations in this Section 8(d) to contribute shall be several in proportion
to the amount of securities registered by them and not joint and shall be limited to an amount equal to the net proceeds actually received
by such seller from the sale of Registrable Securities effected pursuant to such registration (less the aggregate amount of any damages
or other amounts such Investor has otherwise been required to pay (pursuant to Section 8(b) or otherwise) as a result of any untrue
statements, alleged untrue statements, omissions or alleged omissions in connection with such registration).


 


(e) The
indemnification and contribution provided for under this Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director, manager, agent, representative or controlling Person of such indemnified
party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.


 






    16


     


    

 


9. Participation
in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a)
agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe”
option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number
of Registrable Securities such holder has requested to include) and (b) completes and executes all questionnaires, powers of attorney,
custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting
arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any
representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s
title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution)
or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome
than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as may
be reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section
4, Section 5 and this Section 9 or that are necessary to give further effect thereto, and Pubco shall execute and deliver
such other agreements as may be reasonably requested by the lead managing underwriter(s) (if applicable) in order to effect any registration
required hereunder. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this
Section 9, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations
of the holders, Pubco and the underwriters created pursuant to this Section 9.


 


10. Other
Agreements.


 


(a) For
so long as any Investor holds Registrable Securities that may be sold pursuant to Rule 144 only if Pubco is in compliance with the current
public information requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), Pubco will use its commercially reasonable efforts
to make and keep public information available, as those terms are understood and defined in Rule 144 and, in furtherance thereof, (i)
remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and (ii) timely (without giving effect to any
extensions pursuant to Rule 12b-25 under the Exchange Act, as applicable) file all reports and other materials required to be filed by
Section 13 or 15(d) of the Exchange Act, as applicable (provided, that the failure to file Current Reports on Form 8-K, other than the
Form 8-K filed on the Form 10 Disclosure Filing Date, shall not be deemed to violate this Section 10(b) to the extent that Rule 144 remains
available for the resale of Registrable Securities). Upon reasonable prior written request, Pubco shall deliver to the Investors a customary
written statement as to whether it has complied with such requirements.


 


(b) Notwithstanding
anything in this Agreement to the contrary, and subject to (and without limiting) Section 8(s) of the Subscription Agreements, in the
event that Pubco believes that a notice or communication required by this Agreement to be delivered to any Investor contains material,
nonpublic information relating to Pubco, its securities, any of its affiliates or any other Person, Pubco shall so indicate to such Investor
prior to delivery of such notice or communication, and such indication shall provide such Investor the means to refuse to receive such
notice or communication; and in the absence of any such indication, the Investors and their respective affiliates, agents and representatives
shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information
relating to Pubco, its securities, any of its affiliates or any other Person. In the event of a breach of any of the foregoing covenants
by Pubco, any of its affiliates, or any of its or their respective officers, directors (or equivalent persons), employees, attorneys,
agents or representatives, in addition to any other remedies otherwise available at law or in equity, each of the Investors shall have
the right to make a public disclosure in the form of a press release or otherwise, of the applicable material nonpublic information without
the prior approval by Pubco or any of its affiliates, officers, directors (or equivalent persons), employees, stockholders, attorneys,
agents or representatives, and no Investor (nor any of its affiliates, agents or representatives) shall have any liability to Pubco, any
of its affiliates or any of its or their respective officers, directors (or equivalent persons), employees, stockholders, attorneys, agents
or representatives for any such disclosure.


 






    17


     


    

 


(c) Notwithstanding
the foregoing and Section 8(s) of the Subscription Agreements, to the extent Pubco reasonably and in good faith determines that it is
necessary to disclose material non-public information to an Investor in order to comply with its obligations hereunder (a “Necessary
Disclosure”), Pubco shall inform counsel to such Investor of such determination without disclosing the applicable material non-public
information, and Pubco and such counsel on behalf of the applicable Investor shall endeavor to agree upon a process for making such Necessary
Disclosure to the applicable Investor or its representatives that is mutually acceptable to such Investor and Pubco (an “Agreed
Disclosure Process”). Thereafter, Pubco shall be permitted to make such Necessary Disclosure (only) in accordance with the Agreed
Disclosure Process. In furtherance of (but without limiting) the foregoing or Section 8(s) of the Subscription Agreements, at any time
on or after the effective date of the Resale Shelf Registration Statement, any Investor may deliver written notice (an “Opt-Out
Notice”) to Pubco requesting that such Investor thereafter not receive notices from Pubco otherwise required by Section 10 of
this Agreement, other than Suspension Notices to the extent applicable to such Investor; provided, however, that such Investor may later
revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from any Investor (unless such Opt-Out Notice is subsequently
revoked), Pubco shall not deliver any such notices to such Investor, and such Investor shall no longer be entitled to the rights associated
with any such notice or conditioned upon the receipt of or response to any such notice.


 


(d) The
stock certificates evidencing the Registrable Securities (and/or book entries representing the Registrable Securities) held by each Investor
shall not contain or be subject to any legend restricting the transfer thereof (and the Registrable Securities shall not be subject to
any stop transfer or similar instructions or notations) and no Investor shall be required to delivery any documentation affixed with a
medallion guarantee in connection therewith: (A) while a Registration Statement covering the sale or resale of such securities is effective
under the Securities Act, or (B) if such Investor provides customary paperwork to the effect that it has sold such shares pursuant to
Rule 144, or (C) if such Registrable Securities are eligible for sale under Rule 144(b)(1) as set forth in customary non-affiliate paperwork
provided by such Investor, or (D) if at any time on or after the date that is one year after the Form 10 Disclosure Filing Date such Investor
certifies that it is not an affiliate of Pubco and that such Investor’s holding period for purposes of Rule 144 in respect of such
Registrable Securities is at least six (6) months, or (E) if such legend is not required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission) as determined in good faith by counsel
to Pubco or set forth in a legal opinion delivered by nationally recognized counsel to the Initiating Holder (collectively, the “Unrestricted
Conditions”). Pubco agrees that following the Registration Date or at such time as any of the Unrestricted Conditions is met
or such legend is otherwise no longer required it will, no later than two (2) Business Days following the delivery by an Investor to Pubco
or Pubco’s transfer agent of a certificate representing any Registrable Securities, issued with a restrictive legend, (or, in the
case of Registrable Securities represented by book entries, delivery by an Investor to Pubco or Pubco’s transfer agent of a legend
removal request) deliver or cause to be delivered to such Investor a certificate or, at the request of such Investor, deliver or cause
to be delivered such Registrable Securities to such Investor by crediting the account of such Investor’s prime broker with DTC through
its Deposit/Withdrawal at Custodian (DWAC) system, in each case, free from all restrictive and other legends and stop transfer or similar
instructions or notations and without the requirement for any Investor to deliver any documentation affixed with a medallion guarantee.
For purposes hereof, “Registration Date” shall mean the date that the Resale Shelf Registration Statement covering
the Registration Statement has been declared effective by the Commission. If any of the Unrestricted Conditions is met at the time of
issuance of any Registrable Securities (e.g., upon exercise of warrants), then such securities shall be issued free of all legends. Each
Investor shall have the right to pursue any remedies available to it hereunder, or otherwise at law or in equity, including a decree of
specific performance and/or injunctive relief, with respect to Pubco’s failure to timely deliver shares of Common Stock without
legend as required pursuant to the terms hereof.


 






    18


     


    

 


11. Definitions.


 


(a) “Applicable
Approving Party” means the holders of a majority of the Registrable Securities participating in the applicable offering or,
in the case of a Short-Form Registration effected pursuant to Section 2(c), the holders of a majority of the type of Registrable
Securities that initiated such Short-Form Registration.


 


(b) “Block
Trade” means any non-marketed underwritten takedown offering taking the form of a bought deal or block sale to a financial institution.


 


(c) “Business
Day” means any day that is not a Saturday or Sunday or a legal holiday in the state in which Pubco’s chief executive office
is located or in New York, NY.


 


(d) “Commission”
means the U.S. Securities and Exchange Commission.


 


(e) “Common
Stock” means the Common Stock of Pubco, par value $0.0001 per share.


 


(f)
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law
then in force, together with all rules and regulations promulgated thereunder.


 


(g) “FINRA”
means the Financial Industry Regulatory Authority or any successor thereto.


 


(h) “Free-Writing
Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.


 


(i) “Form
10 Disclosure Filing Date” means the date on which Pubco shall file with the Commission a Current Report on Form 8-K that includes
current “Form 10 information” (within the meaning of Rule 144) reflecting Pubco’s status as an entity that is no longer
an issuer described in paragraph (i)(1)(i) of Rule 144, which in no event shall occur later than four business days following the consummation
of the Mergers.


 


(j)
“Majority Presto Investors” means, as of any date of determination, the holders of a majority of the Registrable Securities
held by the Presto Investors and their successors and assigns.


 


(k) “Majority
 [***] Investors” means, as of any date of determination, the holders of a majority of the Registrable Securities held
by the  [***] Investors as of such date.


 


(l) “New
Registration Statement Filing Deadline” means, with respect to any New Registration Statements that may be required pursuant
to Section 1(b), (i) the tenth (10th) day following the first date on which such Registrable Securities may then be included
in a Registration Statement if such Registration Statement is required to be filed because the Commission shall have informed Pubco that
certain Registrable Securities were not eligible for inclusion in a previously filed Registration Statement, or (B) if such New Registration
Statement is required for a reason other than as described in clause (i) of this definition, the fifteenth (15th) day following
the date on which Pubco first knows that such New Registration Statement is required.


 


(m) “Permitted
Transferees” means any Person to whom an Investor transfers Registrable Securities; provided, however, that, with respect to
any transfer of Registrable Securities that constitute Lock-up Shares (as defined in the Bylaws), during the applicable Lock-up Period
(as defined in the Bylaws and the Support Agreements), the transferee thereof shall only constitute a Permitted Transferee if such transferee
is a Person to whom such Registrable Securities are permitted to be transferred by the transferring Investor during the applicable Lock-up
Period (as defined in per Bylaws and the Support Agreements) under the Bylaws and the Support Agreements.


 






    19


     


    

 


(n) “Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, any other legal entity or business organization and a governmental entity or any department,
agency or political subdivision thereof.


 


(o) “Presto
Investors” means the Investors set forth on the Schedule of Investors as of the date hereof and their direct and indirect transferees,
if any, who become a party to this Agreement pursuant to Section 12(f) of this Agreement.


 


(p) “Prospectus”
means (i) the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus and (ii) any free writing
prospectus (within the meaning of Rule 405 under the Securities Act) relating to any offering of Registrable Securities pursuant to a
Registration Statement.


 


(q) “Public
Offering” means any sale or distribution by Pubco and/or holders of Registrable Securities to the public of Common Stock pursuant
to an offering registered under the Securities Act.


 


(r) “Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing a Registration
Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such Registration Statement becoming effective.


 


(s) “Registrable
Securities” means (i) any Founder Shares held by the Investors, (ii) any shares of Common Stock issued to an Investor, or issuable
upon exercise of warrants issued to an Investor, in Pubco’s initial public offering, (iii) any Private Placement Warrants (or underlying
securities) held by the Investors, (iv) any shares of Common Stock issued to an Investor pursuant to the terms of the Merger Agreement,
(v) any Subscribed Notes, Subscribed Shares, Subscribed Warrants and Underlying Securities (as defined in the Subscription Agreements),
(vi) any other shares of Common Stock or warrants to purchase shares of Common Stock held or later acquired by an Investor, (vii) any
shares of Common Stock issued or issuable upon the exercise, conversion or exchange of, or pursuant to anti-dilution provisions applicable
to, securities hereafter issued in exchange or substitution for, or otherwise with respect to, securities referred to in clauses (i) through
(v) by way of reclassification, exchange or otherwise, and (viii) any Common Stock issued or issuable with respect to the securities referred
to in the preceding clauses (i) through (vii) by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease
to be Registrable Securities when they have been sold or distributed to the public pursuant to an offering registered under the Securities
Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 following the consummation of the Mergers
or repurchased by Pubco or any of its subsidiaries. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable
Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person holds such Registrable Securities
of record or in “street name” or has the right to acquire directly or indirectly such Registrable Securities (upon conversion
or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise
of such right and, in the case of Registrable Securities issuable upon exercise of warrants, assuming the exercise thereof for cash),
whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable
Securities hereunder.


 






    20


     


    

 


(t) “Registration
Statement” means any registration statement filed by Pubco with the Commission in compliance with the Securities Act and the
rules and regulations promulgated thereunder for a public offering and sale of Common Stock or Registrable Securities, including the Prospectus
included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement,
and all exhibits to and all material incorporated by reference in such registration statement.


 


(u) “Rule
144”, “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities
Act (or any successor provision) by the Commission, as the same shall be amended from time to time, or any successor rule then in force.


 


(v) “Securities
Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with
all rules and regulations promulgated thereunder.


 


(w) “Shelf
Participant” means any holder of Registrable Securities listed as a potential selling stockholder in connection with the Resale
Shelf Registration Statement or the Shelf Registration or any such holder that could be added to such Resale Shelf Registration Statement
or Shelf Registration without the need for a post-effective amendment thereto or added by means of an automatic post-effective amendment
thereto.


 


(x) “WKSI”
means a “well-known seasoned issuer” as defined under Rule 405.


 


12. Miscellaneous.


 


(a) No
Inconsistent Agreements. Pubco shall not hereafter enter into any agreement with respect to its securities which is inconsistent with
or violates or in any way impairs the rights granted to the Investors in this Agreement.


 


(b) Entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements, understandings, negotiations and discussions among the parties hereto, written or oral, with respect to the subject
matter hereof, and amends and restates the Prior Agreement its entirety.


 


(c) Remedies.
Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other
rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the
provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled
to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any
bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.


 


(d) Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only with the prior written
consent of Pubco and the holders of a majority of the Registrable Securities then outstanding; provided, that such majority shall include
the Majority Presto Investors for so long as the Presto Investors hold at least 5% of the outstanding Common Stock on the date of such
amendment or waiver, provided, further, that no amendment may materially and disproportionately adversely affect the rights
of any holder of Registrable Securities compared to other holders of Registrable Securities without the consent of such adversely affected
holder. Any amendment or waiver effected in accordance with this Section 12(d) shall be binding upon each Investor and Pubco. The
failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.


 






    21


     


    

 


(e) Successors
and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the
benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not. In addition, whether or
not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Registrable
Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities and any subsequent holder
of securities that are convertible into, or exercisable or exchangeable for, Registrable Securities. Pubco shall not assign its obligations
hereunder without the prior written consent of the holders of a majority of the Registrable Securities then outstanding.


 


(f) Transfer of
Rights. An Investor may transfer or assign, in whole or from time to time in part, to one or more Permitted Transferees, its
rights and obligations under this Agreement and such rights will be transferred to such transferee effective upon receipt by Pubco
of (A) written notice from such Investor stating the name and address of the transferee and identifying the number of Registrable
Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and
(B) except in the case of a transfer to an existing Investor, a written agreement from such transferee to be bound by the terms of
this Agreement. A transferee of Registrable Securities who satisfies the conditions set forth in this Section 12(f) shall
henceforth be an “Investor” for purposes of this Agreement and in the case of a transfer from a Presto Investor, [***]
Investor or the Sponsors, a transferee shall be considered a Presto Investor, a [***] Investor or a Sponsor as shall be applicable.
In the event a holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain
Registrable Securities following such transfer, at the request of such holder, Pubco shall use its reasonable best efforts to amend
or supplement the Resale Shelf Registration Statement as may be necessary in order to enable such transferee to offer and sell such
Registrable Securities pursuant to such Resale Shelf Registration Statement; provided that in no event shall Pubco be required to
file a post-effective amendment to the Resale Shelf Registration Statement unless Pubco receives a written request from the
subsequent transferee, requesting that its shares of Common Stock be included in the Resale Shelf Registration Statement, with all
information reasonably requested by Pubco.


 


(g) Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid, illegal or unenforceable in any respect under any
applicable law, such provision shall be ineffective only to the extent of such prohibition, invalidity, illegality or unenforceability,
without invalidating the remainder of this Agreement.


 


(h) Counterparts.
This Agreement may be executed simultaneously in counterparts (including by means of facsimile, electronic mail, portable data format
(PDF) or other electronic signature pages), any one of which need not contain the signatures of more than one party, but all such counterparts
taken together shall constitute one and the same Agreement.


 


(i) Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement. Unless the context otherwise required: (i) the use of the word “including” herein shall mean “including
without limitation,” (ii) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained in
or attached to this Agreement, and (iii) words in the singular or plural include the singular and plural, and pronouns stated in either
the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter.


 


(j) Governing
Law; Jurisdiction. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or
the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without
giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application
of Laws of another jurisdiction.


 






    22


     


    

 


(k) Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be
in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by or email or by registered
or certified mail (postage prepaid, return receipt requested) to each Investor at the address indicated on the Schedule of Investors attached
hereto and to Pubco at the address indicated below (or at such other address as shall be specified in a notice given in accordance with
this Section 12(k)):


 


E La Carte, Inc. d/b/a Presto

810 Hamilton St.

Redwood City, CA 94063

E-mail: raj@presto.com


Attention: Rajat Suri

 


with a copy to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020-1095





	 	Email:	cdiamond@whitecase.com
	 	 	laurakatherine.mann@whitecase.com
	 	 	emery.choi@whitecase.com
	 	Attention:	Colin Diamond
	 	 	Laura Katherine Mann
	 	 	Emery Choi



 


(l) Mutual
Waiver of Jury Trial. As a specifically bargained inducement for each of the parties to enter into this Agreement (with each party
having had opportunity to consult counsel), each party hereto expressly and irrevocably waives the right to trial by jury in any lawsuit
or legal proceeding relating to or arising in any way from this Agreement or the transactions contemplated herein, and any lawsuit or
legal proceeding relating to or arising in any way to this Agreement or the transactions contemplated herein shall be tried in a court
of competent jurisdiction by a judge sitting without a jury.


 


(m) No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event
an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto,
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions
of this Agreement.


 


* * * * *


 




    23


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Amended and Restated Registration Rights Agreement as of the date first written above.


 


	 	VENTOUX CCM ACQUISITION CORP.
	 	 
	 	By:	                           
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	INVESTORS:
	 	 
	 	Ventoux acquisition holdings llc
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	chardan international investments, llc
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	[***]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	[***] 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






    24


     


    

 


 


	 	cindat usa llc
	 	 
	 	By:	                     
	 	Name: 	 
	 	Title:	 
	 	 
	 	blind 1212, llc
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	julie atkinson
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	Christian ahrens
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	ROMULUS CAPITAL II, L.P.
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	ROMULUS CAPITAL III, L.P.
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	ROMULUS ELC b3 Special opportunity, L.P.
	 	By:	 
	 	Name:	 



 






    25


     


    

 


	 	RAJAT SURI
	 	 
	 	By:	                         
	 	Name: 	 
	 	 
	 	AShish gupta
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	Daniel Dreyman
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	william healey
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	Dan MOSHER
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	KRISHNA GUPTA
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	iLYA GOLUBOVICH
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	KIM AXEL LOPDRUP
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	BLYTHE MCGARVIE
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	ED SCHEETZ
	 	 
	 	By:	 
	 	Name:	 
	 	 
	 	GAIL ZAUDER
	 	 
	 	By:	 
	 	Name:	 



 




    26


     


    

 


SCHEDULE OF INVESTORS1


 


	Investor	Address 
	Ventoux Acquisition Holdings LLC	
    Ventoux Acquisition Holdings LLC

    211 North Street

    Northampton, MA 01060

    Attn: Ed Scheetz

    E-mail: ed@ventouxccm.com

     

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

     

    Dentons LLP

    1221 Avenue of the Americas

    New York, NY 10020

    Attn: Brian Lee

    E-mail: brian.lee@dentons.com

     

    and

     

    Woolery & Co.

    1 Pier 76

    408 12th Ave

    New York, NY 10018

    Attn: Matthew J. Saur

    Email: mathew@wooleryco.com

     

	Chardan International Investments, LLC	
    Chardan International Investments LLC

    17 State Street 21st Floor

    New York, NY 10004

    Attn: [●]

    E-mail: [●]

     

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

     

    Dentons LLP

    1221 Avenue of the Americas

    New York, NY 10020

    Attn: Brian Lee

    E-mail: brian.lee@dentons.com

     

    and

     

    Woolery & Co.

    1 Pier 76

    408 12th Ave

    New York, NY 10018

     

    Attn: Matthew J. Saur

    Email: mathew@wooleryco.com

     




 





 






1 Note to Draft:
W&C to confirm Presto D&O Holders.


 






     


     


    

 


	Cindat USA LLC	
    Cindat USA LLC

    Seagram Building, 375 Park Avenue #3703

    New York, NY 10152

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Blind 1212, LLC	
    Blind 1212, LLC

    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Julie Atkinson	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Christian Ahrens	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     




 






    2


     


    

 


	Romulus Capital II, L.P.	
    [●]

    Attn: Krishna Gupta

    E-mail: krishnakgupta20@gmail.com

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Romulus Capital III, L.P.	
    [●]

    Attn: Krishna Gupta

    E-mail: krishnakgupta20@gmail.com

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Romulus ELC B3 Special Opportunity, L.P.	
    [●]

    Attn: Krishna Gupta

    E-mail: krishnakgupta20@gmail.com

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Rajat Suri	
    [●]

    Attn: Rajat Suri

    E-mail: raj@presto.com

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     




 






    3


     


    

 


	Ashish Gupta	
    [●]

    Attn: Ashish Gupta

    E-mail: ashish@presto.com

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Daniel Dreyman	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	William Healey	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Dan Mosher	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     




 



    4


     


    

 


	Krishna Gupta	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Ilya Golubovich	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Kim Axel Lopdrup	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     

	Blythe McGarvie	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     




 






    5


     


    

 


	Ed Scheetz	
    Ventoux Acquisition Holdings LLC

    211 North Street

    Northampton, MA 01060

    Attn: Ed Scheetz

    E-mail: ed@ventouxccm.com

     

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

     

    Dentons LLP

    1221 Avenue of the Americas

    New York, NY 10020

    Attn: Brian Lee

    E-mail: brian.lee@dentons.com

     

    and

     

    Woolery & Co.

    1 Pier 76

    408 12th Ave

    New York, NY 10018

    Attn: Matthew J. Saur

    Email: mathew@wooleryco.com

     

	Gail Zauder	
    [●]

    Attn: [●]

    E-mail: [●]

     

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

     

    [●]

    [●]

    Attn: [●]

    E-mail: [●]

     



 




    6


     


    

 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
JOINDER


 


The undersigned is executing
and delivering this Joinder pursuant to the Amended and Restated Registration Rights Agreement dated as of _______________ (as the same
may hereafter be amended, the “Registration Rights Agreement”), among Ventoux CCM Acquisition Corp., a Delaware corporation
(“Pubco”), and the other persons named as parties therein.


 


By executing and delivering
this Joinder to Pubco, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration
Rights Agreement as a holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration
Rights Agreement.


 


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


 


	 	INVESTOR:
	 	 
	 	[●]
	 	 
	 	By:	 
	 	Its:	 
	 	 	 
	 	Address for Notices: [●]
	 	[●]
	 	[●]
	 	[●]
	 	 
	 	Agreed and Accepted as of_________________
	 	 
	 	Ventoux ccm acquisition Corp.
	 	 
	 	By:	                              
	 	Its: