Exhibit 10.4


 


Exhibit A


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November [__], 2022, is made and entered into
by and among NorthView Acquisition Corp., a Delaware corporation (the “Company”), NorthView Sponsor I, LLC,
a Delaware limited liability company (the “Sponsor”), and the Persons listed on Schedule A and Schedule
B hereto (each such party, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2
of this Agreement, a “Holder” and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, on December
20, 2021, the Company, the Sponsor, and the other Persons party thereto (each such party, together with the Sponsor, the “Existing
Holders”) entered into that certain Registration Rights Agreement (the “Existing Registration Rights Agreement”),
pursuant to which the Company granted to the Existing Holders certain registration rights with respect to certain securities of the Company
held by the Existing Holders;


 


WHEREAS, on April 22,
2021, the Company and the Sponsor entered into certain securities subscription agreements pursuant to which the Sponsor purchased an aggregate
of 5,175,000 shares of common stock of the Company (the “Common Stock” and such shares, the “Founder
Shares”);


 


WHEREAS, in October
2021, Sponsor forfeited 862,500 Founders Shares, resulting in Sponsor holding 4,312,500 Founder Shares;


 


WHEREAS, on December
20, 2021, and declared a 1.1-for-1 stock dividend resulting in Sponsor holding 4,743,750 (the “Stock Dividend”);


 


WHEREAS, on December
20, 2021, the Company, the Sponsor, I-Bankers Securities, Inc. (“I-Bankers”), and Dawson James Securities, Inc. (“Dawson
James”) entered into those certain Private Placement Warrants Purchase Agreements, pursuant to which the Sponsor, I-Bankers
and Dawson James purchased an aggregate of 7,347,500 warrants (the “Private Placement Warrants”) at a price
of $1.00 per warrant in a private placement transaction occurring simultaneously with the closing of the Company’s initial public
offering on December 22, 2021;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor,
an affiliate of the Sponsor or certain officers and directors of the Company may loan to the Company funds as the Company may require,
of which up to $1,500,000 of such loans may be convertible into warrants (the “Working Capital Warrants”) at
a price of $1.00 per warrant at the option of such lender; and


 


WHEREAS, concurrently
with the execution and delivery of this Agreement, the Company, NV Profusa Merge Sub, Inc., a Delaware corporation and wholly-owned subsidiary
of the Company (“Merger Sub”) and Profusa, Inc., a California corporation (“Target”),
have entered into that certain Merger Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant
to which, among other things, Merger Sub will merge with and into Target, with Target being the surviving corporation as a wholly-owned
subsidiary of the Company (the “Merger”);


 






     


     


    

 


WHEREAS, the Company
is party to certain convertible notes (the “Convertible Notes”), which, among other things, are convertible
into the Parent Common Stock as of the Closing of the Merger Agreement pursuant to Section 3.01(b)(v) thereof;


 


WHEREAS, concurrently
with the execution and delivery of this Agreement, the Sponsor, I-Bankers, Dawson James and certain other Holders are entering into a
lock-up agreement with the Company (the “Lock-Up Agreement”) pursuant to which, among other things, the Sponsor,
I-Bankers, Dawson James and such Holders have agreed not to transfer shares of Common Stock (including shares of Common Stock issued or
issuable upon the exercise or conversion of the Private Placement Warrants) for a certain period of time following the Closing, subject
to certain exceptions specified therein;


 


WHEREAS, as of the
date hereof, each of the Existing Holders holds the number of shares of Common Stock and the number of Private Placement Warrants set
forth opposite such Existing Holder’s name on Schedule A to this Agreement; and


 


WHEREAS, the Company
and the Existing Holders desire to amend and restate the Existing Registration Rights Agreement and enter into this Agreement in order
to provide the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and subject
to the conditions set forth herein.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Article
I

DEFINITIONS


 


1.1  Definitions.
Capitalized terms used but not otherwise defined in this Article I or elsewhere in this Agreement shall have the
meanings ascribed to such terms in the Merger Agreement.


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (a) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required
to be made at such time if the Registration Statement were not being filed, and (c) the Company has a bona fide business purpose for not
making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Block Trade”
shall mean an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment
or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade
or similar transaction, but excluding a variable price reoffer.


 






    2


     


    

 


“Board”
shall mean the board of directors of the Company.


 


“Closing”
shall mean the closing of the Merger in accordance with the terms of the Merger Agreement.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals.


 


“Company”
shall have the meaning given in the Preamble.


 


“Company Shelf
Takedown Notice” shall have the meaning given in subsection 2.1.3.


 


“Convertible
Notes” shall have the meaning given in the Recitals.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding New
Holder” shall have the meaning given in subsection 2.1.1.


 


“Demanding Original
Holder” shall have the meaning given in subsection 2.1.1.


 


“Effective Date”
shall have the meaning given in subsection 2.1.1.


 


“Effectiveness
Deadline” shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Existing Holders”
shall have the meaning given in the Recitals.


 


“Existing Registration
Rights Agreement” shall have the meaning given in the Recitals.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1.


 


“Rule S-1 Shelf”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3 Shelf”
shall have the meaning given in subsection 2.1.1.


 


“Founder Shares”
shall have the meaning given in the Recitals and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Lock-Up Agreement”
shall have the meaning given in the Preamble.


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.4.


 


“Merger”
shall have the meaning given in the Preamble.


 






    3


     


    

 


“Merger Agreement”
shall have the meaning given in the Preamble.


 


“Merger Sub”
shall have the meaning given in the Preamble.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under
which they were made) not misleading.


 


“New Holders”
shall mean the stockholders and the holders of Convertible Notes of Target set forth on Schedule B hereto and any Permitted Transferee
to which any such stockholder or noteholder transfers any Registrable Securities.


 


“Original Holders”
shall mean, collectively, the Existing Holders and any Permitted Transferee to which any Existing Holder transfers any Registrable Securities.


 


“Permitted Transferees”
shall mean any Person to whom a Holder of Registrable Securities is permitted to transfer Registrable Securities prior to the expiration
of the lock-up period set forth in the Lock-Up Agreement in accordance with the terms thereof, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Piggyback Registration
Rights Holder” shall have the meaning given in subsection 2.2.1.


 


“Private
Placement Warrants” shall have the meaning given in the Recitals.


 


“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.


 


“Pro Rata”
shall have the meaning given in subsection 2.1.4.


 


“Registrable Securities”
shall mean (a) the shares of Common Stock set forth on Schedule A hereto (which, for the avoidance of doubt, shall include the
Founder Shares), (b) the shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, (c) any outstanding
shares of Common Stock (including any shares of Common Stock issued or issuable upon the exercise of any other equity security of the
Company) held by a Holder as of the date of the Closing, (d) any shares of Common Stock issued or issuable upon the exercise of any
equity security of the Company issuable upon conversion of any working capital loans in an aggregate amount up to $1,500,000 made to the
Company by one or more Holders (including shares of Common Stock issued or issuable upon the exercise of the Working Capital Warrants),
(e) the shares of Common Stock issued or issuable upon the conversion of the Convertible Notes and (f) any other equity securities of
the Company issued or issuable with respect to any such shares 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; provided, however, that, as to
any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) except for the Registration Statement
on Form S-4 to be filed in connection with the Merger, 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; (ii) such securities shall have been otherwise transferred, new certificates for such securities not
bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities
shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities
may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission) (but with no volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a
broker, dealer or underwriter in a public distribution or other public securities transaction.


 






    4


     


    

 


“Registration”
shall 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.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(a)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Common Stock is then listed;


 


(b)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(c)
printing, messenger, telephone and delivery expenses;


 


(d)
reasonable fees and disbursements of counsel for the Company;


 


(e)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and


 


(f) reasonable fees and expenses
of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered
for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, 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.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1.


 


“Rule 415”
shall have the meaning given in subsection 2.1.1.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 






    5


     


    

 


“Shelf Takedown
Notice” shall have the meaning given in subsection 2.1.3.


 


“Shelf Underwritten
Offering” shall have the meaning given in subsection 2.1.3.


 


“Sponsor”
shall have the meaning given in the Recitals.


 


“Target”
shall have the meaning given in the Recitals.


 


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


 


“Working Capital
Warrants” shall have the meaning given in the Recitals.


 


Article
II

REGISTRATIONS


 


2.1
Initial Registration


 


2.1.1
Initial Registration. The Company shall, as promptly as reasonably practicable, but in no event later than thirty (30) business
days after the consummation of the transactions contemplated by the Merger Agreement, use its reasonable best efforts to file a Registration
Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders (and certain other
outstanding equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (or any successor or
similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified
in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly
as reasonably practicable after the initial filing thereof, but in no event later than sixty (60) business days following the filing deadline
(the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred
and twenty (120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission.
The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a Form S-3 or any similar short form registration
statement that may be available at such time (“Form S-3 Shelf”) or, if Form S-3 is not then available to the
Company, on Form S-1 (a “Form S-1 Shelf”) or such other form of registration statement as is then available
to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus
in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date
for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant
to any method or combination of methods legally available to, and requested prior to effectiveness by, the Holders. The Company shall
use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to
be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that
another 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. When effective, a Registration Statement filed pursuant to this subsection 2.1.1
(including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements
of the Securities Act and the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such
Registration Statement, in the light of the circumstances under which such statement is made).


 






    6


     


    

 


2.1.2
Registrations on Form S-3. If the Company files a Form S-3 Shelf and thereafter the Company
becomes ineligible to use Form S-3 Shelf for secondary sales, the Company shall use its reasonable best efforts to file a Form S-1 Shelf
as promptly as reasonably practicable to replace the shelf registration statement that is a Form S-3 Shelf and have the Form S-1 Shelf
declared effective as promptly as reasonably practicable and to cause such Form S-1 Shelf to remain effective, and to be supplemented
and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another 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 the Company shall not be obligated to effect such request through
an Underwritten Offering. 


 


2.1.3
Shelf Takedown. At any time and from time to time following the effectiveness of the shelf
registration statement required by subsection 2.1.1 or 2.1.2, any Holder may request to sell all or a portion of their Registrable Securities
in an underwritten offering that is registered pursuant to such shelf registration statement, including a Block Trade (a “Shelf
Underwritten Offering”), provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000
from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such
Shelf Underwritten Offering but in no event less than $10,000,000 in aggregate gross proceeds. All requests for a Shelf Underwritten Offering
shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice
shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected
price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt
of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders
of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the
Pro Rata calculations in Section 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which
the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice,
or, in the case of a Block Trade, as provided in Section 2.6. The Company shall enter into an underwriting agreement in a form as is customary
in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holders
with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other
reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of
such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section
3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations,
covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings
of securities.


 






    7


     


    

 


2.1.4
Holder Information Required for Participation in Shelf Registration. At least ten (10) business
days prior to the first anticipated filing date of a Registration Statement pursuant to this Article II, the Company shall use reasonable
best efforts to notify each Holder in writing (which may be by email) of the information reasonably necessary about the Holder to include
such Holder’s Registrable Securities in such Registration Statement. Notwithstanding anything else in this Agreement, the Company
shall not be obligated to include such Holder’s Registrable Securities to the extent the Company has not received such information,
and received any other reasonably requested agreements or certificates, on or prior to the fifth business day prior to the first anticipated
filing date of a Registration Statement pursuant to this Article II.


 


2.2
Demand Registration.


 


2.2.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time
to time on or after the date hereof, (a) New Holders holding at least a majority-in-interest of the then-outstanding number of Registrable
Securities held by all New Holders (the “Demanding New Holders”) or (b) Original Holders holding at least a
majority-in-interest of the then-outstanding number of Registrable Securities held by all Original Holders (the “Demanding
Original Holders” and, together with the Demanding New Holders, the “Demanding Holders”) may make
a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type
of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify,
in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes
to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such
Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall file,
as soon thereafter as practicable, but not more than thirty (30) days immediately after the Company’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.
Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Demand Registrations under this subsection
2.1.1 with respect to any or all of the Registrable Securities; provided, however, that in no event shall the Original Holders be entitled
to more than or less than one (1) Demand Registration; provided, further that a Registration shall not be counted for such purposes unless
a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”)
has become effective. Notwithstanding the provisions set forth herein, the right to a Demand Registration set forth under this subsection
2.1.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the fifth anniversary of the effective date of
Company’s Registration Statement on Form S-1 (File No 333-257156) (the “Effective Date”).


 






    8


     


    

 


2.2.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) the Registration Statement filed
with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and
(b) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall 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 initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days after such stop order or injunction is removed, rescinded or otherwise
terminated, of such election; provided, further that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.


 


2.2.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding New Holders or a majority-in-interest of the Demanding Original Holders (as applicable) so advise the Company as part
of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form
of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities
in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such
Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute
their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that
the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken
together with all other shares of Common Stock or other equity securities that the Company desires to sell and 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
any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in
the Underwritten 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 such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable
Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities
that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration
(such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), shares
of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b),
shares of Common Stock or other equity securities of other Persons or entities that the Company is obligated to register in a Registration
pursuant to separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities;
and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c),
shares of Common Stock or other equity securities of other Persons that the Company is obligated to register in a Registration pursuant
to Section 2.2 and that can be sold without exceeding the Maximum Number of Securities.


 






    9


     


    

 


2.2.5
Demand Registration Withdrawal. A majority-in-interest of the Demanding New Holders or a majority-in-interest of the Demanding
Original Holders (as applicable) initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant
to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention
to withdraw from such Registration at least three (3) business days prior to the effectiveness of the Registration Statement filed with
the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration (or in the case of
an Underwritten Registration pursuant to Rule 415, at least five (5) business days prior to the time of pricing of the applicable offering).


 


2.3
Piggyback Registration.


 


2.3.1
Piggyback Rights. If, at any time on or after the date hereof, 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, for its own account or for the account of persons other than the Holders of Registrable Securities,
other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering of debt that is convertible into
equity securities of the Company, (d) for a registered offering not involving a “road show” or other substantial marketing
efforts or a widespread distribution of securities, such as a “registered direct” offering (whether or not underwritten),
(e) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as
agent or principal, (vi) for a dividend reinvestment plan, or (f) pursuant to a Registration Statement on Form S-4 (or
similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) then the Company
shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but
not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (i) 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, in such offering, and (ii) offer to all of the Holders of Registrable Securities the opportunity
to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) business days after
receipt of such written notice (such Registration a “Piggyback Registration”, and each such Holder that includes
all or a portion of such Holder’s Registrable Securities in such Piggyback Registration, the “Piggyback Registration
Rights Holders”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and, if applicable, shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten
Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback
Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback
Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the Company. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this subsection
2.2.1 before the effect date of such Registration, whether or not any Piggyback Registration rights Holder has elected to include
Registrable Securities in such Registration. Notwithstanding the provisions set forth herein, the right to a Piggyback Registration set
forth under this subsection 2.2.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the seventh
anniversary of the Effective Date.


 






    10


     


    

 


2.3.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration, in good faith, advises the Company and the Piggyback Registration Rights Holders participating in the
Piggyback Registration in writing that the dollar amount or number of shares of Common Stock that the Company desires to sell, taken together
with (x) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Piggyback Registration Rights Holders hereunder (y) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (z) the shares of Common Stock, if any, as to which Registration has been
requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum
Number of Securities, then:


 


(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (i) first,
the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(i), the Registrable Securities of Piggyback Registration Rights Holders exercising their rights to register their Registrable Securities
pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Piggyback Registration
Rights Holder has so requested exercising its rights to register its Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back
registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 


(b)
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Registration (i) first, the shares of Common Stock or other equity securities, if any, of such
requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the
Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1,
pro rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and
the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which
can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other equity
securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual
arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 






    11


     


    

 


2.3.3
Piggyback Registration Withdrawal. Any Piggyback Registration Rights Holder shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415,
at least five (5) business days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith determination
or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses
incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.3.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.4
Restrictions on Registration Rights. If (a) during the period starting with the date sixty
(60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120)
days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders
prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all
reasonable efforts to cause the applicable Registration Statement to become effective; (b) the Holders have requested an Underwritten
Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c)
(i) require the public disclosure of material non-public information concerning any material transaction or negotiations involving the
Company that would interfere with such material transaction or negotiations or (ii) otherwise materially interfere with material financing
plans, acquisition activities or business activities of the Company, then in each case the Company shall furnish to such Holders a certificate
stating that it is therefore necessary to defer the filing of such Registration Statement. In such event, the Company shall have the right
to defer such filing for a period of time not to exceed sixty (60) days in the aggregate in any six (6)-month period.


 






    12


     


    

 


2.5
Waiver 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.


 


2.6
Block Trades. Notwithstanding any other provision of Article II, but subject to Sections 2.4
and 3.4, if the Holders desire to effect a Block Trade, the Holders shall provide written notice to the Company at least five (5) business
days prior to the date such Block Trade will commence. As promptly as reasonably practicable, the Company shall use its reasonable best
efforts to facilitate such Block Trade. The Holders shall use reasonable best efforts to work with the Company and the Underwriter(s)
(including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) in order to facilitate
preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade and any related due
diligence and comfort procedures.


 


Article
III

COMPANY PROCEDURES


 


3.1
General Procedures. If at any time on or after the date the date hereof the Company is required
to effect the Registration of Registrable Securities, the Company shall use commercially reasonable efforts to effect such Registration
to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as reasonably possible:


 


3.1.1
prepare and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable
Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for a
period of up to one hundred eighty (180) days or, if earlier, until all Registrable Securities covered by such Registration Statement
have been sold;


 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the majority in interest of the Holders with Registrable Securities registered on
such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus;


 






    13


     


    

 


3.1.3
upon written request from a Holder, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto,
furnish without charge to the Underwriters, if any, and 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 (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable
Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders;


 


3.1.4
prior to any public offering of Registrable Securities, use commercially reasonable efforts to (a) 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 (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration
or qualification) and (b) 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 or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;


 


3.1.8
notify the Holders at any time when a Prospectus relating to such Registration Statement 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, as then in
effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 






    14


     


    

 


3.1.9
permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders),
the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriters to participate, at each such person’s
own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration;
provided, however, that such representative or Underwriters enter into a confidentiality agreement, in form and substance
reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.10
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily
covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders;


 


3.1.11
on the date the Registrable Securities are delivered for sale pursuant to such Registration, in the event of an Underwritten Registration,
obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Underwriters,
the placement agent or sales agent, if any, covering such legal matters with respect to the Registration in respect of which such opinion
is being given as the Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters,
and reasonably satisfactory to the Underwriters, placement agent or sales agent;


 


3.1.12
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter of such offering;


 


3.1.13
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.14
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, 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; and


 


3.1.15
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.


 


3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the
Company; provided, however, that the Company shall not be required to pay for more than one (1) registration proceeding
begun pursuant to Section 2.1 by the Demanding New Holders and one (1) registration proceeding begun pursuant to Section 2.1
by the Demanding Original Holders, in each case if the registration request is subsequently withdrawn at the request of the Demanding
Holders. Any Registration Expenses of Registrations not borne by the Company pursuant to the immediately preceding sentence shall be borne
by the Demanding Holders pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration.
It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities,
such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the
definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 






    15


     


    

 


3.3
Requirements for Participation in Underwritten Offerings. No person may participate in any
Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person
(a) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (b)
completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and
other customary documents as may be reasonably required under the terms of such underwriting arrangements. 


 


3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that
a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable
Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that
the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such
notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness
or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure
or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons
beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing
or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by
the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders
agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration
in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration
of any period during which it exercised its rights under this Section 3.4.


 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company,
at all times while it shall be a reporting company under the Exchange Act, covenants to use commercially reasonable efforts to file timely
(or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete
copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request,
all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission, to the extent such rule or such successor rule is available to the Company), including
providing any customary legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 






    16


     


    

 


Article
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, the Company agrees
to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls
such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable
attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any 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, in the light of the circumstances in which they were made, not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the
Holder. Notwithstanding the foregoing, the indemnity agreement contained in this subsection 4.1.1 shall not apply to amounts paid
in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not
be unreasonably withheld, conditioned, or delayed.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) and any other Holder of Registrable Securities participating
in the Registration, against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’
fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any 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 statement or omission is contained in any information or affidavit
so furnished in writing by such Holder expressly for use therein; The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company. For the avoidance of doubt, the obligation to indemnify under
this subsection 4.1.2 shall be several, not joint and several, among the Holders of Registrable Securities, and the total indemnification
liability of a Holder under this subsection 4.1.2 shall be in proportion to and limited to the net proceeds received by such Holder
from the sale of Registrable Securities pursuant to such Registration Statement.


 






    17


     


    

 


4.1.3
Any person entitled to indemnification herein shall (a) 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’s ability to defend such
action) and (b) 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). 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 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. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment
or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


4.1.4
The indemnification 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 or controlling person of such indemnified party and shall survive the
transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the 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, was made by, or relates to information
supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,
however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds
received by such Holder in such offering giving rise to such liability except in the case of fraud or wilful misconduct by such Holder.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this subsection 4.1.5 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 this subsection 4.1.5. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant
to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 






    18


     


    

 


Article
V

MISCELLANEOUS


 


5.1
Notices. Any notice or communication under this Agreement must be in writing and given by
(a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return
receipt requested, (b) delivery in person or by courier service providing evidence of delivery, or (c) transmission by hand delivery,
facsimile or electronic mail. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall
be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date
on which it is mailed and, in the case of notices delivered by courier service, hand delivery, facsimile or electronic mail, at such time
as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by
the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to 1036 Nicholson
Road, Garland, TX 75042 and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto.


 


5.2
Assignment; No Third-Party Beneficiaries.


 


5.2.1
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.


 


5.2.2
Prior to the expiration of the lock-up period set forth in the Lock-Up Agreement in accordance with the terms thereof, no Holder
may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in accordance
with subsection 5.2.5 and in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but
only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution
and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and
conditions of this Agreement as if such person were a Holder party hereto, whereupon such Permitted Transferee will be treated for all
purposes of this Agreement with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable
Securities.


 


5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 






    19


     


    

 


5.2.4
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and this Section 5.2.


 


5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof
and (b) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3
Severability. This Agreement shall be deemed severable, and the illegality, invalidity or unenforceability of any term or
provision hereof shall not affect the legality, validity or enforceability of this Agreement or of any other term or provision hereof.
Furthermore, in lieu of any such illegal, 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 illegal, invalid or unenforceable provision as may be possible that
is legal, valid and enforceable.


 


5.4
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile,
PDF or other electronic counterparts), each of which shall be deemed an original, and all of which together shall constitute the same
instrument, but only one of which need be produced.


 


5.6
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State
of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.
Each party hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any Action relating to
the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this
Section 5.6 or in such other manner as may be permitted by applicable Law, that such process may be served in the manner of giving
notices in Section 5.1 and that nothing in this Section 5.6 shall affect the right of any party hereto to serve legal process
in any other manner permitted by applicable Law, (b) irrevocably and unconditionally consents and submits itself and its properties and
assets in any Action to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery
Court”) (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court
within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby,
or for recognition and enforcement of any Order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, (d) agrees that any Actions arising in connection with this Agreement
or the transactions contemplated hereby shall be brought, tried and determined only in the Chancery Court (or, only if the Chancery Court
declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (e) waives any objection
that it may now or hereafter have to the venue of any such Action in any such court or that such Action was brought in an inconvenient
court and agrees not to plead or claim the same, and (f) agrees that it will not bring any Action relating to this Agreement or the transactions
contemplated hereby in any court other than the aforesaid courts. Each party hereto agrees that a final order in any action or proceeding
in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner
provided by applicable Law.


 






    20


     


    

 


5.7
Waiver of Trial by Jury. EACH PARTY HERETO 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 HOLDERS IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


5.8  Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) and the Merger Agreement constitute the entire agreement of the parties hereto 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. This Agreement will amend and restate the Existing Registration Rights
Agreement to read as set forth herein, when it has been duly executed by parties having the right to so amend and restate the
Existing Registration Rights Agreement pursuant to the terms thereof.


 


5.9
Amendments and Modifications. Upon the written consent of the Company and the Holders of at
least a majority-in-interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and
conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one or more Holders,
solely in its capacity as a Holder of Registrable Securities, in a manner that is materially different from the other Holders or a group
of Holders (in such capacity) shall require the consent of the Holder (or majority of a majority-in-interest of the Registrable Securities
of the group of Holders) so affected; provided, further, that no consent of any Piggyback Registration Rights Holder shall
be required with respect to any such waiver, amendment or modification, except with respect to any waiver, amendment or modification that
adversely affects such Piggyback Registration Rights Holder, solely in its capacity as a Holder of Registrable Securities, in a manner
that is materially different from the other Holders or a group of Holders (in such capacity). No course of dealing between any Holder
or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of
any rights or remedies under this Agreement by a party hereto shall operate as a waiver or preclude the exercise of any other rights or
remedies hereunder or thereunder by such party. Any amendment, termination or waiver effected in accordance with this Section 5.9
shall be binding on each party hereto and all of such party’s successors and permitted assigns, regardless of whether or not any
such party, successor or assignee entered into or approved such amendment, termination, or waiver.


 


5.10
Other Registration Rights. The Company represents and warrants that, as of the date of this
Agreement, no Person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of
the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities
for its own account or for the account of any other Person. Further, the Company represents and warrants that this Agreement supersedes
any other currently existing registration rights agreement or agreement with similar terms and conditions.


 


5.11
Term. This Agreement shall terminate upon the earliest of (a) the date that the Merger Agreement
is terminated in accordance with its terms prior to the Effective Time, at which time this Agreement and all rights and obligations of
the parties hereto shall automatically terminate and be of no further force or effect, (b) the sixth anniversary of the date of this Agreement
and (c) the date as of which (i) 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 (ii) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities
sold or the manner of sale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions
of Section 3.5, Article IV, Section 5.6 and Section 5.7 shall survive any termination of this Agreement.


 


5.12
Effectiveness. This Agreement shall become effective at the Effective Time.


 


[Signature Pages Follow]


 






    21


     


    

 





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


 


	 	
    NorthView
ACQUISITION CORP.

	 	 	 
	 	By: 	             
	 	 	Name: Jack Stover
	 	 	Title: Chief Executive Officer 
	 	 	 
	 	NORTHVIEW SPONSOR I, LLC
	 	 	 
	 	By: 	                
	 	 	Name: Fred Knechtel
	 	 	Title: Co-Manager
	 	 	 
	 	I-BANKERS SECURITIES, INC. 
	 	 	 
	 	By: 	               
	 	 	Name: Shelley Leonard
	 	 	Title: President
	 	 	 
	 	DAWSON JAMES SECURITIES, INC.
	 	 	 
	 	By:	           
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	                 
	 	 	[EXISTING HOLDERS]
	 	 	 
	 	 	            
	 	 	[NEW HOLDERS]



 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 






    22


     


    

 





Schedule A


 


Original Holders


 


	Name	Number of Shares of Common Stock	Private Placement Warrant
	[___]	[___]	[___]


 






    23


     


    

 





Schedule B


 


New Holders


 


		1.	[___]



 


 


24