Exhibit
10.5


 


AMENDED
AND RESTATED

REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the [●] day
of [●], 2021, is made and entered into by and among Better Therapeutics, Inc. (formerly known as Mountain Crest Acquisition Corp
II), a Delaware corporation (the “Company”), each of the undersigned parties that are Pre-IPO Investors (as
defined below), and each of the other stockholders of Better Therapeutics OpCo, Inc., a Delaware corporation (“OpCo”)
whose names are listed on Exhibit A hereto (each a “OpCo Investor” and collectively the “OpCo Investors”)
(each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).


 


WHEREAS,
each of the Company and certain investors (each, a “Pre-IPO Investor”) is a party to, and hereby consents to,
this amendment and restatement of that certain Registration Rights Agreement, dated January 7, 2021 (the “Original Registration
Rights Agreement”), pursuant to which the Company granted the Pre-IPO Investors certain registration rights with respect
to certain securities of the Company, as set forth therein;


 


WHEREAS,
the Company, MCAD Merger Sub Inc., a Delaware corporation (“Merger Sub”), and OpCo have entered into that certain
Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”), dated as of April
[●], 2021, pursuant to which, on the Effective Date (as defined below), the Company, Merger Sub and OpCo intend to effect a merger
of Merger Sub with and into OpCo (the “Merger”), upon which Merger Sub will cease to exist, OpCo will become
a wholly owned subsidiary of the Company and the outstanding shares of OpCo’s common stock will be converted into the right to
receive consideration described in the Merger Agreement.


 


WHEREAS,
the Investors and the Company desire to enter into this Agreement in connection with the closing of the transactions contemplated by
the Merger Agreement to amend and restate the Original Registration Rights Agreement to provide the Investors with certain rights relating
to the registration of the securities held by them as of the date hereof on the terms and conditions set forth in this Agreement;


 


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


 


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


 


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


 


“Blackout
Period” is defined in Section 3.1.1.


 




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“Business
Day” means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to close.


 


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


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


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


 


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


 


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


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


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


 


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


 


“Form
S-3” is defined in Section 2.3.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial
Shares” means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial
public offering.


 


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


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


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


 


“IPO
Escrow Agreement” means the Stock Escrow Agreement dated as of January 7, 2021 by and among the Company, certain of the
Investors and Continental Stock Transfer & Trust Company.


 


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


 


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


 


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


 




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


 


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


 


“Notices”
is defined in Section 6.3.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Private
Units” means units various Investors privately purchased simultaneously with the consummation of the Company’s initial
public offering and when the underwriters in the Company’s initial public offering exercised their over-allotment option, as described
in the prospectus relating to the Company’s initial public offering.


 


“Pro
Rata” is defined in Section 2.1.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


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


 



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“Registrable
Securities” means (i) the Initial Shares, (ii) the Private Units (and underlying shares of Common Stock), (iii) any other
outstanding shares of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise
of any other equity security) of the Company held by an Investor as of the Effective Date (including the shares of Common Stock issued
pursuant to the Merger Agreement), and (v) any other equity security of the Company issued or issuable with respect to any such share
of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when:


 


(a)
a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall
have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without volume limitations,
requirements of current public information, manner of sale or any other restrictions under Rule 144.


 


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


 


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


 


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


 


“Underwriter”
means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten
offering and not as part of such dealer’s market-making activities.


 


“Underwritten
Offering” means a Registration in which securities of the Company are sold to the Underwriter in a firm commitment underwriting
for distribution to the public.


 






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2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


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


 


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


 


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


 




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


 


2.1.5
Demand Registration Withdrawal.


 


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


 




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


 


2.2
Piggy-Back Registration.


 


2.2.1
Piggy-Back Rights.


 


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


 




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


 






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


 


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


 


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


 


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


 




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2.3
Resale Shelf Registration Rights.


 


2.3.1
Registration Statement Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and
filed with the Commission, no later than sixty (60) days following the Effective Date (the “Filing Deadline”),
a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor
thereto registering the resale from time to time by holders of all of the Registrable Securities held by the Holders (the “Resale
Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available
to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities
for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter the Company becomes eligible to
use Form S-3 for secondary sales, the Company shall, as promptly as practicable, cause such Resale Shelf Registration Statement to be
amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is on
Form S-3. The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective
as soon as possible after filing, but in no event later than thirty (30) days following the Filing Deadline (the “Effectiveness
Deadline”); provided, however, that the Effectiveness Deadline shall be extended to sixty (60) days after the Filing Deadline if
the Registration Statement is reviewed by, and receives comments from, the Commission; provided, however, that the Company’s obligations
to include the Registrable Securities held by a holder in the Resale Shelf Registration Statement are contingent upon such holder furnishing
in writing to the Company such information regarding the holder, the securities of the Company held by the holder and the intended method
of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable
Securities, and the holder shall execute such documents in connection with such registration as the Company may reasonably request that
are customary of a selling stockholder in similar situations. Once effective, the Company shall use commercially reasonable efforts to
keep the Resale Shelf Registration Statement and Prospectus included therein continuously effective and to be supplemented and amended
to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration
Statement is available, under the Securities Act at all times until the earliest of (i) the date on which all Registrable Securities
and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution
set forth in such Registration Statement and (ii) the date on which all Registrable Securities and other securities covered by such Registration
Statement have ceased to be Registrable Securities. The Registration Statement filed with the Commission pursuant to this subsection
2.3.1 shall contain a Prospectus in such form as to permit any holder to sell such Registrable Securities pursuant to Rule 415 under
the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective
date for such Registration Statement (subject to lock-up restrictions under the Lock-up Agreement and the Release Date under the IPO
Escrow Agreement), and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally
available to, and requested by, holders of the Registrable Securities.


 




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


 


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


 




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


 


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


 


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


 






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3.
REGISTRATION PROCEDURES.


 


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


 


3.1.1
Filing Registration Statement; Restriction on Registration Rights. The Company shall use its commercially reasonable efforts to,
as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the
Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate
and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended
method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective
and use its commercially reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however,
that the Company shall not be obligated to (but may, at its sole option) (a) effect any Demand Registration or an Underwritten Offering
or (b) file a Registration Statement (or any amendment thereto) or effect an Underwritten Offering if the Company has determined in good
faith that the sale of Registrable Securities pursuant a Registration Statement would require disclosure of material non-public information
not otherwise required to be disclosed under applicable securities laws (i) which disclosure would have a material adverse effect on
the Company or (ii) relating to a material transaction involving the Company (any such period, a “Blackout Period”);
provided, however, that in no event shall any Blackout Period together with other Blackout Periods exceed an aggregate
of 60 days in any consecutive 12-month period. Notwithstanding the foregoing, the Company shall not exercise its rights under this Section
3.1.1 to invoke a Blackout Period unless it applies the same Blackout Period restrictions contained herein to all other securityholders
of the Company with contractual registration rights.


 


3.1.2
Copies. The Company shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish
without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement, and such
other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request
in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


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


 




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


 


3.1.5
State Securities Laws Compliance. The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.


 


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


 




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


 


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


 


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


 


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


 


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


 




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3.1.12
Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000,
the Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


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


 


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


 


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


 




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


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


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


 




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


 


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


 




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4.4
Contribution.


 


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


 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.


 


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


 






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5.
RULE 144.


  


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


 


6.
MISCELLANEOUS.


 


6.1
Other Registration Rights. The Company represents and warrants that, except as disclosed in the Company’s registration statement
on Form S-1 (File No. 333-251557) and registration rights granted to certain investors pursuant to the PIPE Subscription Agreements,
no person, other than the holders of the Registrable Securities, has any right to require the Company to register any of the Company’s
share capital for sale or to include the Company’s share capital in any registration filed by the Company for the sale of share
capital for its own account or for the account of any other person.


 


6.2
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not
be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of
Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and
to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities
or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits
on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.


 


6.3
Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally
served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall
be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided,
that if such service or transmission is not on a Business Day or is after normal business hours, then such notice shall be deemed given
on the next Business Day. Notice otherwise sent as provided herein shall be deemed given on the next Business Day following timely delivery
of such notice to a reputable air courier service with an order for next-day delivery.


 


To
the Company:


 


Better
Therapeutics, Inc. (f/k/a Mountain Crest Acquisition Corp II)

548 Market St #49404

San Francisco, CA 94104

Attention: Kevin Appelbaum, Chief Executive Officer

Email: kevin@bettertx.com


 






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


 


Goodwin
Procter LLP

100 Norther Avenue

Boston, MA 02210

Attention: Arthur R. McGivern

E-mail: AMcGivern@goodwinlaw.com


 


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


 


6.4
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument.


 


6.6
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral
or written.


 


6.7
Modifications and Amendments. Any term of this Agreement may be amended, modified or terminated and the observance of any term
of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) with the written
consent of the Company and the holders of a majority of the Registrable Securities then outstanding.


 


6.8
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.


 


6.9
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived
has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension
of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations
or acts.


 




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6.10
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit
in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the
breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right,
or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under
this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right,
power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


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


 


6.12
Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action,
suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this
Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement
hereof.


 


6.13
Term. This Agreement shall terminate upon the earlier of (i) the third anniversary of the date of this Agreement or (ii) the date
as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable
period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by
the Commission)) or (B) the holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or
any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale.


 


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


 


	 	COMPANY:
	 	 	 
	 	BETTER THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	                     
	 	Title:	 


 




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	 	PRE-IPO INVESTORS:
	 	 	 
	 	Mountain Crest Capital, LLC
	 	 	 
	 	Name:	 
	 	Title:	             
	 	 	 
	 	 
	 	Nelson Haight
	 	 	 
	 	 
	 	Todd Milbourn
	 	 	 
	 	 
	 	Wenhua Zhang


 




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	 	OPCO
    INVESTORS:
	 	 	 
	 	David
    P. Perry 2015 Trust
	 	 	 
	 	By:	 
	 		Name:
    David P. Perry
	 		Title:
    Trustee
	 	 	 
	 	Kevin
    Appelbaum, or his successor(s), as Trustee of the Kevin Appelbaum Revocable Trust under Revocable Trust Declaration dated May 16,
    2020, as amended
	 	 	 
	 	By:	 
	 		Name:
    Kevin Appelbaum
	 		Title:
    Trustee


 




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EXHIBIT
A


 


Name
and Address of Investors


 


PRE-IPO
INVESTORS:


 


Mountain
Crest Capital, LLC

311 W. 43rd Street, 12th Floor

New York, NY 10036


 


Nelson
Haight

311 W. 43rd Street, 12th Floor

New York, NY 10036


 


Todd
Milbourn

311 W. 43rd Street, 12th Floor

New York, NY 10036


 


Wenhua
Zhang

311 W. 43rd Street, 12th Floor

New York, NY 10036


 


OPCO
INVESTORS:


 


David
P. Perry 2015 Trust

c/o Blouin & Company, Inc.

2020 Commonwealth Avenue

Newton, MA 02466


 


Kevin
Appelbaum, or his successor(s),

as Trustee of the Kevin Appelbaum Revocable Trust

under Revocable Trust Declaration dated May 16, 2020, as amended

19460 Stafford Loop

Bend, OR 97702


 


 


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