Exhibit 10.2


 


 






 


REGISTRATION RIGHTS AGREEMENT


 


BY AND AMONG


 


AIRSCULPT TECHNOLOGIES, INC.


 


AND


 


THE OTHER PARTIES THERETO


 


dated as of November 2, 2021


 


 






 






     


     


    

 


TABLE OF CONTENTS


 


	Article I EFFECTIVENESS	1



		1.1	Effectiveness	1



 


	Article II DEFINITIONS	1



		2.1	Certain
                                            Defined Terms	1






		2.2	Other
                                            Interpretive Provisions	4



 


	Article III REGISTRATION RIGHTS	4



		3.1	Demand
                                            Registration Rights	4






		3.2	Shelf
                                            Registration	6






		3.3	Piggyback
                                            Registration Rights	8






		3.4	Lock-Up Agreements	9






		3.5	Registration
                                            Procedures	9






		3.6	Underwritten
                                            Offerings	13






		3.7	No Inconsistent
                                            Agreements; Additional Rights	14






		3.8	Registration
                                            Expenses	14






		3.9	Indemnification	15






		3.10	Rules 144
                                            and 144A and Regulation S	17






		3.11	Existing
                                            Registration Statements	17



 


	Article IV MISCELLANEOUS	17



		4.1	Authority:
                                            Effect	17






		4.2	Notices	17






		4.3	Termination
                                            and Effect of Termination	18






		4.4	Permitted
                                            Transferees	18






		4.5	Remedies	18






		4.6	Amendments	18






		4.7	Governing
                                            Law	19






		4.8	Consent
                                            to Jurisdiction	19






		4.9	WAIVER
                                            OF JURY TRIAL	19






		4.10	Merger;
                                            Binding Effect, Etc	19






		4.11	Counterparts	19






		4.12	Severability	20






		4.13	No Recourse	20



 






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This Registration
Rights Agreement (as it may be amended from time to time in accordance with the terms hereof, this
 “Agreement”) is entered as of November [2], 2021 by and among AirSculpt Technologies, Inc., a Delaware corporation
(the “Company”), and each Person executing this Agreement and listed as an “Investor”
on the signature pages hereto (collectively, together with their Permitted Transferees that become party hereto, the “Investors”).


 


RECITALS


 


WHEREAS, the Company is contemplating
an underwritten initial public offering of shares of its common stock, $0.001 par value per share (“Common Stock”)
registered on Form S-1 under the Securities Act (the “IPO”).


 


WHEREAS, in connection with
the IPO, the parties hereto have agreed to set forth their agreements regarding registration rights with respect to the Common Stock
and certain other matters following the IPO.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


Article I

EFFECTIVENESS


 


1.1            Effectiveness.
This Agreement shall become effective upon the closing of the IPO.


 


Article II

DEFINITIONS


 


2.1            Certain
Defined Terms. As used herein, the following terms shall have the following meanings:


 


“Adverse
Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the board
of directors of the Company: (i) would be required to be made in any Registration Statement filed with the SEC by the Company so
that such Registration Statement, from and after its effective date, does not contain an 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; (ii) would not
be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and (iii) the
Company has a bona fide business purpose for not disclosing publicly.


 


“Affiliate”
means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person, (b) a Member of the Immediate Family of such Person,
and (c) any investment fund advised or managed by, or under common control or management with, such specified Person; provided that
the Company and each of its subsidiaries shall be deemed not to be Affiliates of any Investor. As used in this definition, the term “control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Business
Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed
in New York City.


 


“Common
Stock” shall have the meaning set forth in the Recitals.


 


“Demand
Notice” shall have the meaning set forth in Section 3.1.3.


 


“Demand
Registration” shall have the meaning set forth in Section 3.1.1(a).


 


“Demand
Registration Request” shall have the meaning set forth in Section 3.1.1(a).


 






     


     


    

 


“Demand
Registration Statement” shall have the meaning set forth in Section 3.1.1(c).


 


“Demand
Suspension” shall have the meaning set forth in Section 3.1.6.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated
thereunder, all as the same shall be in effect from time to time.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Holders”
means Investors who then hold Registrable Securities under this Agreement.


 


“Investor”
shall have the meaning set forth in the preamble.


 


“IPO”
shall have the meaning set forth in the Recitals.


 


“Issuer
Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act,
relating to an offer of the Registrable Securities.


 


“Loss”
shall have the meaning set forth in Section 3.9.1.


 


“Member
of the Immediate Family” means, with respect to any Person who is an individual, (a) each parent, spouse (but not including
a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each
trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.


 


“Participation
Conditions” shall have the meaning set forth in Section 3.2.5(b).


 


“Permitted
Transferee” means (i) any Affiliate of a Holder and (ii) such other Persons designated by the Holders of a majority
of the Registrable Securities under this Agreement.


 


“Person”
means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated
organization, entity or division, or any government, governmental department or agency or political subdivision thereof.


 


“Piggyback
Notice” shall have the meaning set forth in Section 3.3.1.


 


“Piggyback
Registration” shall have the meaning set forth in Section 3.3.1.


 


“Potential
Takedown Participant” shall have the meaning set forth in Section 3.2.5(b).


 


“Pro
Rata Portion” means, with respect to each Holder requesting that its shares be registered or sold in an Underwritten Public
Offering, a number of such shares equal to the aggregate number of Registrable Securities requested to be registered or sold in such
Public Offering (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator
of which is the aggregate number of Registrable Securities then held by such Holder, and the denominator of which is the aggregate number
of Registrable Securities then held by all Holders requesting that their Registrable Securities be registered or sold.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective
amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing
Prospectus.


 


“Public
Offering” means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under
the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form).


 






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“Registrable
Securities” means (i) all shares of Common Stock that are not then subject to forfeiture to the Company, (ii) all
shares of Common Stock issued or issuable upon exercise, conversion or exchange of any option, warrant or convertible security not then
subject to vesting or forfeiture to the Company and (iii) all shares of Common Stock directly or indirectly issued or then issuable
with respect to the securities referred to in clauses (i) or (ii) above by way of unit or stock dividend or unit or stock split,
or in connection with a combination of units or shares, recapitalization, merger, consolidation or other reorganization. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities when (w) 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 disposed of in
accordance with such Registration Statement, (x) such securities shall have been Transferred pursuant to Rule 144, (y) such
holder is able to immediately sell such securities under Rule 144 without any restrictions on transfer (including without application
of paragraphs (c), (d), (e), (f) and (h) of Rule 144), as determined in the reasonable opinion of the holder (it being
understood that a written opinion of the Company’s outside legal counsel to the effect that such securities may be so sold removed
shall be conclusive evidence this clause has been satisfied), or (z) such securities shall have ceased to be outstanding.


 


“Registration”
means registration under the Securities Act of the offer and sale of shares of Common Stock under a Registration Statement. The terms
 “register”, “registered” and “registering” shall have correlative meanings.


 


“Registration
Expenses” shall have the meaning set forth in Section 3.8.


 


“Registration
Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act,
including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective
amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement
(and related Prospectus) filed on Form S-4 or Form S-8 or any successor form thereto.


 


“Representatives”
means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries,
consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.


 


“Requisite
Investors” means the VSCP Investor and Rollins holding then outstanding Registrable Securities.


 


“Rollins”
means Aaron Rollins, M.D.


 


“Rule 144”
means Rule 144 under the Securities Act (or any successor rule).


 


“SEC”
means the U.S. Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated
thereunder, all as the same shall be in effect from time to time.


 


“Selling
Stockholder Information” shall have the meaning set forth in Section 3.9.1.


 


“Shelf
Period” shall have the meaning set forth in Section 3.2.3.


 


“Shelf
Registration” shall have the meaning set forth in Section 3.2.1(a).


 


“Shelf
Registration Notice” shall have the meaning set forth in Section 3.2.2.


 


“Shelf
Registration Request” shall have the meaning set forth in Section 3.2.1(a).


 


“Shelf
Registration Statement” shall have the meaning set forth in Section 3.2.1(a).


 


“Shelf
Suspension” shall have the meaning set forth in Section 3.2.4.


 






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“Shelf
Takedown Notice” shall have the meaning set forth in Section 3.2.5(b).


 


“Shelf
Takedown Request” shall have the meaning set forth in Section 3.2.5(a).


 


“Transfer”
means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto,
a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including
the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant
to judicial process or otherwise. “Transferred” shall have a correlative meaning.


 


“Underwritten
Public Offering” means an underwritten Public Offering, including any bought deal or block sale to a financial institution
conducted as an underwritten Public Offering.


 


“Underwritten
Shelf Takedown” means an Underwritten Public Offering pursuant to an effective Shelf Registration Statement.


 


“VSCP”
means Vesey Street Capital Partners, L.L.C., a Delaware limited liability company.


 


“VSCP
Investor” ” means, collectively, VSCP EBS Aggregator, LP, VSCP EBS Blocker, Inc., EBS Aggregator, LLC, EBS Aggregator
Blocker, Inc., EBS Aggregator Blocker Holdings, LLC, Vesey Street Capital Partners Healthcare Fund, LP, Vesey Street Capital Partners
Healthcare Fund-A, LP or any Affiliate of VSCP.


 


“WKSI”
means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the
most recent eligibility determination date specified in paragraph (2) of that definition.


 


2.2            Other
Interpretive Provisions.


 


(a)            The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)            The
words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement
as a whole and not to any particular provision of this Agreement; and any subsection and section references are to this Agreement unless
otherwise specified.


 


(c)            The
term “including” is not limiting and means “including without limitation.”


 


(d)            The
captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.


 


(e)            Whenever
the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.


 


Article III

REGISTRATION RIGHTS


 


The Company will perform
and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it.
Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.


 


3.1            Demand
Registration Rights.


 


3.1.1            Request
for Demand Registration.


 


(a)            Following
the consummation of the IPO, each Requisite Investor shall have the right to make a written request from time to time (a “Demand
Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Holder. Any
such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.”


 






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(b)            Each
Demand Registration Request shall specify (i) the aggregate amount of Registrable Securities to be registered, and (ii) the
intended method or methods of disposition thereof.


 


(c)            Upon
receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand
Registration Statement”) relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration
Statement to be promptly declared effective under the Securities Act.


 


3.1.2            Limitation
on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if a Demand
Registration or Piggyback Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding
90 days.


 


3.1.3            Demand
Notice. Promptly upon receipt of a Demand Registration Request pursuant to Section 3.1.1 (but in no event more than three Business
Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such Demand Registration Request
to all other Holders and the Demand Notice shall offer each such Holder the opportunity to include in the Demand Registration that number
of Registrable Securities as each such Holder may request in writing. Subject to Section 3.1.7, Company shall include in the Demand
Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within
three Business Days after the date that the Demand Notice was delivered.


 


3.1.4            Demand
Withdrawal. Each Requisite Investor that has requested the inclusion of Registrable Securities in a Demand Registration pursuant
to Section 3.1.3 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 Demand Registration Statement. Upon receipt of a notice to such
effect with respect to all of the Registrable Securities included in such Demand Registration by such Requisite Investors, the Company
shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement. Any such withdrawn Demand Registration
Statement shall count as a Demand Registration with respect to any participating Requisite Investor unless such Requisite Investor reimburses
the Company its pro rata portion (based on shares requested to be included in such Registration) of the Registration Expenses incurred
prior to the withdrawal.


 


3.1.5            Effective Registration.
The Company shall use reasonable best efforts to cause the Demand Registration Statement to become effective and remain effective for
not less than 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration
Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an Underwritten Public Offering, such longer
period as in the opinion of counsel for the underwriter or underwriters a Prospectus is required by law to be delivered in connection
with sales of Registrable Securities by an underwriter or dealer.


 


3.1.6            Delay
in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement
at any time would require the Company to make an Adverse Disclosure, 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, the Demand Registration Statement (a “Demand
Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension
(i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion or (iii) for
an aggregate of more than 90 days in any 12-month period. In the case of a Demand Suspension, the Holders agree to suspend use of
the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt
of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension,
amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders
such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary,
supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration
or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder
or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration
Statement.


 






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3.1.7            Priority
of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten
Public Offering of the Registrable Securities included in a Demand Registration, advise the Company in writing that, in its or their
opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering
without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities
offered, then the securities to be included in such Registration shall be in the case of any Demand Registration (x) first, allocated
to each Holder that has requested to participate in such Demand Registration an amount equal to the lesser of (i) the number of
such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s
Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included, the number of
other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect.


 


3.1.8            Resale
Rights. In the event that an Investor requests to participate in a Registration pursuant to this Section 3.1 in connection with
a distribution of Registrable Securities to its partners or members, the Registration shall provide for resale by such partners or members,
if requested by such Investor.


 


3.2            Shelf
Registration.


 


3.2.1          Request
for Shelf Registration.


 


(a)            At
such time as the Company is eligible to file a Registration Statement on Form S-3, upon the written request of any Requisite
Investor from time to time (a “Shelf Registration Request”), the Company shall promptly file with the SEC a shelf
Registration Statement pursuant to Rule 415 under the Securities Act (“Shelf Registration Statement”) relating
to the offer and sale of Registrable Securities by any Holders thereof from time to time in accordance with the methods of distribution
elected by such Holders and the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly
become effective under the Securities Act. Any such Registration pursuant to a Shelf Registration Request shall hereinafter be referred
to as a “Shelf Registration.”


 


(b)            If
on the date of the Shelf Registration Request the Company is a WKSI, then the Shelf Registration Request may request Registration of
an unspecified amount of Registrable Securities to be sold by unspecified Holders. If on the date of the Shelf Registration Request the
Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.
The Company shall provide to the Holders the information necessary to determine the Company’s status as a WKSI upon request.


 


3.2.2            Shelf
Registration Notice. Promptly upon receipt of a Shelf Registration Request (but in no event more than three Business Days thereafter
(or such shorter period as may be reasonably requested in connection with an underwritten “block trade”), the Company shall
deliver a written notice (a “Shelf Registration Notice”) of any such request to all other Holders, which notice shall
specify, if applicable, the amount of Registrable Securities to be registered, and the Shelf Registration Notice shall offer each such
Holder the opportunity to include in the Shelf Registration that number of Registrable Securities as each such Holder may request in
writing. The Company shall include in such Shelf Registration all such Registrable Securities with respect to which the Company has received
written requests for inclusion therein within three Business Days (or such shorter period as may be reasonably requested in connection
with an underwritten “block trade”) after the date that the Shelf Registration Notice has been delivered.


 


3.2.3            Continued
Effectiveness. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective
under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement to be usable by Holders until
the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement
or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of
the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities (such
period of effectiveness, the “Shelf Period”). Subject to Section 3.2.4,
the Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the
Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of the Registrable
Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement
during the Shelf Period, unless such action or omission is required by applicable law.


 






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3.2.4            Suspension
of Registration. If the continued use of such Shelf Registration Statement at any time would require the Company to make an
Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration
Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted
to exercise a Shelf Suspension more than (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days
on any one occasion or (iii) for an aggregate of more than 90 days in any 12-month period. In the case of a Shelf Suspension,
the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase,
Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon
the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement
or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably
request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form
used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities
Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable
Securities that are included in such Shelf Registration Statement.


 


3.2.5            Shelf
Takedown.


 


(a)            At
any time the Company has an effective Shelf Registration Statement with respect to Registrable Securities, by notice to the Company specifying
the intended method or methods of disposition thereof, any Requisite Investor may make a written request (a “Shelf Takedown
Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such
Holder’s Registrable Securities that are registered on such Shelf Registration Statement, and as soon as practicable the Company
shall amend or supplement the Shelf Registration Statement as necessary for such purpose. No Holder, other than a Requisite Investor,
may effect a Public Offering pursuant to this Section 3.2, except pursuant to Section 3.2.5(b) as a Potential Takedown
Participant.


 


(b)            Promptly
upon receipt of a Shelf Takedown Request (but in no event more than three Business Days thereafter (or such shorter period as may be
reasonably requested in connection with an underwritten “block trade”) for any Underwritten Shelf Takedown, the Company shall
deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable
Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”).
The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown
such number of Registrable Securities as each such Potential Takedown Participant may request in writing. The Company shall
include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which the Company has received written requests
for inclusion therein within three Business Days (or such shorter period as may be reasonably requested in connection with an underwritten
 “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s
request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that
each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown
being completed within ten Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts
or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by
such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately
prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding
the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations
as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf
Takedown contemplated by this Section 3.2.5 shall be determined by the initiating Requisite Investors.


 






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(c)            The
Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or Piggyback Registration
was declared effective or an Underwritten Shelf Takedown was consummated within the preceding 90 days.


 


3.2.6            Priority
of Securities Sold Pursuant to Shelf Takedowns. If the managing underwriter or underwriters of a proposed Underwritten Shelf Takedown
pursuant to Section 3.2.5 advise the Company in writing that, in its or their opinion, the number of securities requested to be
included in the proposed Underwritten Shelf Takedown exceeds the number that can be sold in such Underwritten Shelf Takedown without
being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities
offered, the number of Registrable Securities to be included in such offering shall be (x) first, allocated to each Holder that
has requested to participate in such Underwritten Shelf Takedown an amount equal to the lesser of (i) the number of such Registrable
Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro
Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included, the number of other
securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect.


 


3.2.7            Resale
Rights. In the event that an Investor elects to request a Registration pursuant to this Section 3.2 in connection with a distribution
of Registrable Securities to its partners or members, the Registration shall provide for resale by such partners or members, if requested
by such Investor.


 


3.3            Piggyback
Registration Rights.


 


3.3.1            Participation.
If the Company at any time proposes to file a Registration Statement under the Securities Act or
to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other
Persons (other than (i) a Registration under Sections 3.1 or 3.2, (ii) a Registration on Form S-4 or Form S-8 or
any successor form to such forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors
of the Company or its subsidiaries pursuant to any employee stock plan, employee stock purchase plan, dividend reinvestment program or
other employee benefit plan arrangement), then, as soon as practicable (but in no event less than ten Business Days prior to the proposed
date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated
pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public
Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under such Registration Statement,
or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback
Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering
as applicable, all such Registrable Securities that are requested to be included therein within five Business Days after the receipt
by such Holder of any such notice; provided, however, that if at any time after giving written notice of its
intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such
Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any
reason not to register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such
determination to each Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its
obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation
to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request
that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2,
as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand
Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable
Securities. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback
Registration by giving written notice to the Company of its request to withdraw.


 






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3.3.2            Priority
of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included
in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of
securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering
without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market
for the securities offered, then the securities to be included in such Registration shall be (i) first, 100% of the securities that
the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included,
the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such
adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an
amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a
number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all of the Registrable Securities
referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.


 


3.3.3            No
Effect on Other Registrations. No Registration of Registrable Securities effected pursuant to a request under this Section 3.3
shall be deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve the Company of its obligations under Sections
3.1 and 3.2.


 


3.4            Lock-Up Agreements.
In connection with each Registration or sale of Registrable Securities pursuant to Section 3.1, 3.2 or 3.3 conducted as an Underwritten
Public Offering, each Holder agrees, if requested, to become bound by and to execute and deliver a lock-up agreement with the
underwriter(s) of such Public Offering restricting such Holder’s right to (a) Transfer, directly or indirectly, any equity
securities of the Company held by such Holder or (b) enter into any swap or other arrangement that transfers to another any of the
economic consequences of ownership of such securities during the period commencing on the date of the final Prospectus relating to such
Public Offering and ending on the date specified by the underwriters (such period not to exceed 90 days plus such additional period
as may be requested by the Company or an underwriter due to regulatory restrictions on the publication or other distribution of research
reports and analyst recommendations and opinions, if applicable). The terms of such lock-up agreements shall be negotiated
among the Requisite Investors, the Company and the underwriters and shall include customary carve-outs from the restrictions on Transfer
set forth therein.


 


3.5            Registration
Procedures.


 


3.5.1            Requirements.
In connection with the Company’s obligations under Sections 3.1, 3.2 and 3.3, the Company shall use its reasonable best efforts
to effect such Registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of
distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company shall:


 


(a)            as
promptly as practicable, prepare the required Registration Statement, including all exhibits and financial statements required under
the Securities Act to be filed therewith and Prospectus, and, before filing a Registration Statement or Prospectus or any amendments
or supplements thereto, (x) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered by such
Registration Statement, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters
and such Holders and their respective counsel, (y) make such changes in such documents concerning the Holders prior to the filing
thereof as such Holders, or their counsel, may reasonably request and (z) except in the case of a Registration under Section 3.3,
not file any Registration Statement or Prospectus or amendments or supplements thereto to which the participating Holders, in such capacity,
or the underwriters, if any, shall reasonably object;


 


(b)            prepare
and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus
as may be (x) reasonably requested by any participating Holder with Registrable Securities covered by such Registration Statement,
(y) reasonably requested by any participating Holder (to the extent such request relates to information relating to such Holder),
or (z) necessary to keep such Registration Statement effective for the period of time required by this Agreement, and comply with
provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration
Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such
Registration Statement;


 






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(c)            notify
the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and
provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (a) when
the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus
or any amendment or supplement thereto has been filed, (b) of any written comments by the SEC, or any request by the SEC or other
federal or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus, or for additional
information (whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating
to, or which may affect, the Registration, (c) of the issuance by the SEC of any stop order suspending the effectiveness of such
Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary
or final Prospectus or the initiation or threatening of any proceedings for such purposes, (d) if, at any time, the representations
and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects and (e) of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for
offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;


 


(d)            promptly
notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any
event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in
effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in
the case of such Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading,
when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement,
or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus
in order to comply with the Securities Act and, as promptly as reasonably practicable thereafter, prepare and file with the SEC, and
furnish without charge to the selling Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such
Registration Statement or Prospectus, which shall correct such misstatement or omission or effect such compliance;


 


(e)            to
the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any
Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B
under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of
the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time
through the filing of a Prospectus supplement rather than a post-effective amendment;


 


(f)            prevent,
or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the use of any preliminary or final Prospectus;


 


(g)            promptly
incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing
underwriter or underwriters and the participating Requisite Investors agree should be included therein relating to the plan of distribution
with respect to such Registrable Securities; and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus
or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus
supplement, Issuer Free Writing Prospectus or post-effective amendment;


 






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(h)            furnish
to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably
request of the applicable Registration Statement and any amendment or post-effective amendment or supplement thereto, including financial
statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);


 


(i)            deliver
to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being understood that the Company
shall consent to the use of such Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters,
if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement
thereto);


 


(j)            on
or prior to the date on which the applicable Registration Statement becomes effective, use its reasonable best efforts to register or
qualify, and cooperate with the selling Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection
with the Registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky”
laws of each state and other jurisdiction as any such selling Holder or managing underwriter or underwriters, if any, or their respective
counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such Registration
or qualification in effect for such period as required by Section 3.1 or Section 3.2, as applicable, provided that the
Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;


 


(k)            cooperate
with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be
in such denominations and registered in such names as the managing underwriters may request prior to any sale of Registrable Securities
to the underwriters;


 


(l)            cause
the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate
the disposition of such Registrable Securities;


 


(m)            make
such representations and warranties to the Holders being registered, and the underwriters or agents, if any, in form, substance and scope
as are customarily made by issuers in public offerings similar to the offering then being undertaken


 


(n)            enter
into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the participating
Requisite Investors or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration
and disposition of such Registrable Securities;


 


(o)            obtain
for delivery to the Holders being registered and to the underwriter or underwriters, if any, an opinion or opinions from counsel for
the Company dated the most recent effective date of the Registration Statement or, in the event of an Underwritten Public Offering, the
date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory
to such Holders or underwriters, as the case may be, and their respective counsel;


 


(p)            in
the case of an Underwritten Public Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with electronic
copies to the Holders included in such Registration or sale, a comfort letter from the Company’s independent certified public accountants
or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary
of the Company or any business acquired by the Company for which financial statements and financial data are, or are required to be,
included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters
as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought
down to the closing under the underwriting agreement;


 






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(q)            cooperate
with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made with FINRA;


 


(r)            comply
with all applicable securities laws and, if a Registration Statement was filed, make available to its security holders, as soon as reasonably
practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and
regulations promulgated thereunder;


 


(s)            provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement;


 


(t)            cause
all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of
the Company’s equity securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s
equity securities are then quoted;


 


(u)            make
available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the participating
Requisite Investors, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by
any attorney, accountant or other agent retained by such Holders or any such underwriter, all pertinent financial and other records and
pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and
the independent public accountants who have certified its financial statements to make themselves available to discuss the business of
the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement;


 


(v)            in
the case of an Underwritten Public Offering, cause the senior executive officers of the Company to participate in the customary “road
show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such offering and otherwise
to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;


 


(w)            take
no direct or indirect action prohibited by Regulation M under the Exchange Act;


 


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


 


(y)            take
all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such
Registrable Securities in accordance with the terms of this Agreement.


 


3.5.2            Company
Information Requests. The Company may require each seller of Registrable Securities as to which any Registration or sale is being
effected to furnish to the Company such information regarding the distribution of such securities and such other information relating
to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing and the
Company may exclude from such Registration or sale the Registrable Securities of any such Holder who unreasonably fails to furnish such
information within a reasonable time after receiving such request. Each Holder agrees to furnish such information to the Company and
to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.


 






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3.5.3            Discontinuing
Registration. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.5.1(d), such Holder will discontinue disposition of Registrable Securities pursuant to such Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d), or until
such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated by reference in the Prospectus, or any amendments or supplements thereto, and if so directed
by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required
to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such
notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the
copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d) or is advised in writing by the Company that
the use of the Prospectus may be resumed.


 


3.6            Underwritten
Offerings.


 


3.6.1            Shelf
and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a Registration or sale
under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably
satisfactory in substance and form to each of the Company, the participating Requisite Investors and the underwriters, and to contain
such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including
indemnities no less favorable to the recipient thereof than those provided in Section 3.9. The Holders of the Registrable Securities
proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and
shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and such Holders shall complete and
execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms
of such underwriting arrangements. Any such Holder shall not be required to make any representations or warranties to or agreements with
the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title
to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder
as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Holder under such agreement
shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts
and commissions but before expenses.


 


3.6.2            Piggyback
Registrations. If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section 3.3
and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any Holder pursuant to
Section 3.3 and, subject to the provisions of Section 3.3.2, use its reasonable best efforts to arrange for such underwriters
to include on the same terms and conditions that apply to the other sellers in such Registration or sale all the Registrable Securities
to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration
or sale. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement
between the Company and such underwriters and shall complete and execute all questionnaires, powers of attorney and other documents reasonably
requested by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be required to
make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or
agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution
and any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount
of the liability of such Holder shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering,
net of underwriting discounts and commissions but before expenses.


 






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3.6.3            Selection
of Underwriters; Selection of Counsel. In the case of an Underwritten Public Offering under Sections 3.1 or 3.2, the managing underwriter
or underwriters to administer the offering shall be determined by the Investors, or, if not participating, by any other Requisite Investor;
provided that such underwriter or underwriters shall be reasonably acceptable to the Company. In the case of an Underwritten Public
Offering under Section 3.3, the managing underwriter or underwriters to administer the offering shall be determined by the Company;
provided that such underwriter or underwriters shall be reasonably acceptable to the Holders of a majority of the Registrable
Securities being sold. In the case of an Underwritten Public Offering under Sections 3.1, 3.2 or 3.3, legal counsel for Investor shall
be selected by the Investor and legal counsel for the other Holders shall be selected by participating Holders holding a majority of
the Registrable Securities proposed to be included in the Public Offering.


 


3.7            No
Inconsistent Agreements; Additional Rights. Neither the Company nor any of its subsidiaries shall hereafter enter into, and neither
the Company nor any of its subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent with
the rights granted to the Holders by this Agreement. Neither the Company nor any of its subsidiaries shall enter into any agreement granting
registration or similar rights to any Person, and the Company hereby represents and warrants that, as of the date hereof, no registration
or similar rights have been granted to any other Person other than pursuant to this Agreement.


 


3.8            Registration
Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company,
including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with
the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including
reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities),
(iii) all printing, duplicating, word processing, messenger, telephone and delivery expenses (including expenses of printing certificates
for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses), (iv) all
fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the
Company and any subsidiaries of the Company (including the expenses of any special audit and comfort letters required by or incident
to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters
so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system,
(vii) all reasonable fees and disbursements of legal counsel for the Investors and for other Holders, with one counsel for such
other Holders, (vii) all fees and expenses of any special experts or other Persons retained by the Company in connection with any
Registration or sale, (ix) all of the Company’s internal expenses (including all salaries and expenses of its officers and
employees performing legal or accounting duties) and (x) all expenses related to the “road show” for any Underwritten
Public Offering (including the reasonable out-of-pocket expenses of the Holders and underwriters, if so requested. All such expenses
are referred to herein as “Registration Expenses”. The Company shall not be required to pay any fees and disbursements
to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting
discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.


 






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3.9            Indemnification.


 


3.9.1            Indemnification
by the Company. The Company shall indemnify and hold harmless, to the full extent permitted by law, each Holder, each shareholder,
member, limited or general partner of such Holder, each shareholder, member, limited or general partner of each such shareholder, member,
limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and
each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives
from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several
(including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”)
arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement
under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary
Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any
other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any report and other document
filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under
which they were made) not misleading or (iii) any violation or alleged violation by the Company or any of its subsidiaries of any
federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action
or inaction in connection with any such registration, disclosure document or other document or report; provided, that no selling
Holder shall be entitled to indemnification pursuant to this Section 3.9.1 in respect of any untrue statement or omission contained
in any information relating to such selling Holder furnished in writing by such selling Holder to the Company specifically for inclusion
in a Registration Statement and used by the Company in conformity therewith (such information, “Selling Stockholder Information”).
This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities
by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. The Company
shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the
distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified
parties.


 


3.9.2            Indemnification
by the Selling Holders. To the extent permitted by law, each selling Holder agrees (severally and not jointly) to indemnify and hold
harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within
the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a
material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act
(including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents
incorporated by reference therein) or (ii) any omission to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they
were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in
such selling Holder’s Selling Stockholder Information. In no event shall the liability of any selling Holder hereunder be greater
in amount than the dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such indemnification
obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.9.4
and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.


 






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3.9.3            Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify
the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually
and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification
hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such
fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after
receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such
Person, (iii) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or
(iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such
Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing
that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying
party shall not have the right to settle such action without the prior written consent of the indemnified party. No indemnifying party
shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation
without the prior written consent of such indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying
party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably
withheld. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 3.9.3,
in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or
other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the employment
of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably
concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to
those available to the other indemnified parties or (z) a conflict or potential conflict exists or may exist (based upon advice
of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying
party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.


 


3.9.4            Contribution.
If for any reason the indemnification provided for in Section 3.9.1 and Section 3.9.2 is unavailable to an indemnified party
or insufficient in respect of any Losses referred to therein (other than as a result of exceptions or limitations on indemnification
contained in Section 3.9.1 and Section 3.9.2), then the indemnifying party shall contribute to the amount paid or payable by
the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that
resulted in such Losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed
with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand
shall be determined by reference to, among other things, whether any 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 the indemnifying party or by the indemnified party and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.9.4 were determined by
pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to
in this Section 3.9.4. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount
paid or payable by an indemnified party as a result of the Losses referred to in Sections 3.9.1 and 3.9.2 shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3.9.4, in connection with any
Registration Statement filed by the Company, a selling Holder shall not be required to contribute any amount in excess of the dollar
amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such contribution obligation, net of
underwriting discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.9.2 and any
amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. If indemnification
is available under this Section 3.9, the indemnifying parties shall indemnify each indemnified party to the full extent provided
in Sections 3.9.1 and 3.9.2 hereof without regard to the provisions of this Section 3.9.4. The remedies provided for in this
Section 3.9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party
at law or in equity.


 






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3.10            Rules 144
and 144A and Regulation S. The Company shall file the reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will,
upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales that would
otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such
rules may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and it will 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 Registrable
Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within
the limitation of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such
rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the
request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements
and, if not, the specifics thereof.


 


3.11            Existing
Registration Statements. Notwithstanding anything herein to the contrary and subject to applicable law and regulation, the Company
may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective by a specified
date by designating, by notice to the Holders, a Registration Statement that previously has been filed with the SEC or become effective,
as the case may be, as the relevant Registration Statement for purposes of satisfying such obligation, and all references to any such
obligation shall be construed accordingly; provided that such previously filed Registration Statement may be, and is, amended
or, subject to applicable securities laws, supplemented to add the number of Registrable Securities, and, to the extent necessary, to
identify as selling stockholders those Holders demanding the filing of a Registration Statement pursuant to the terms of this Agreement.
To the extent this Agreement refers to the filing or effectiveness of other Registration Statements, by or at a specified time and the
Company has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated
a previously filed or effective Registration Statement as the relevant Registration Statement for such purposes, in accordance with the
preceding sentence, such references shall be construed to refer to such designated Registration Statement, as amended or supplemented
in the manner contemplated by the immediately preceding sentence.


 


Article IV

MISCELLANEOUS


 


4.1            Authority:
Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any
agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed
to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint
venture or other association. The Company and its subsidiaries shall be jointly and severally liable for all obligations of each such
party pursuant to this Agreement.


 


4.2            Notices.
Any notices, requests, demands and other communications required or permitted in this Agreement shall be effective if in writing and
(i) delivered personally, (ii) sent by facsimile or e-mail, or (iii) sent by overnight courier, in each case, addressed
as follows:


 


If to the Company:


 


AirSculpt Technologies, Inc.


400 Alton Road, Unit TH-103M

Miami Beach, FL 33129

Email: arollins@elitebodysculpture.com

Attention: Dr. Aaron Rollins


 


with a copy to:


 


McDermott Will & Emery LLP

500 North Capital Street, NW

Washington, DC 20001-1531


		Email:	tconaghan@mwe.com
	 	Attention:	Thomas Conaghan



 









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If to an Investor:


 


c/o Vesey Street Capital Partners, LLC

428 Greenwich Street, Townhouse

New York, NY 10013


		Email:	dan@vscpllc.com



		Attention:	Daniel Sollof



 


with a copy to:


 


McDermott Will & Emery LLP

500 North Capital Street, NW

Washington, DC 20001-1531


		Email:	tconaghan@mwe.com
	 	Attention:	Thomas Conaghan





 


Notice to the holder of record
of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.


 


Unless otherwise specified
herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on
the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business
Day thereafter and (iii) three Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled
to specify a different address by giving notice as aforesaid to each of the other parties hereto.


 


4.3            Termination
and Effect of Termination. This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except
for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall
relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated,
each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect
to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.


 


4.4            Permitted
Transferees. The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection
with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions
imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.4 will be effective
unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment
and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be
a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4 may not again transfer
those rights to any other Permitted Transferee, other than as provided in this Section 4.4.


 


4.5            Remedies.
The parties to this Agreement shall have all remedies available at law, in equity or otherwise in the event of any breach or violation
of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition
to any other remedies that may be available, each of the parties hereto shall be entitled to specific performance of the obligations
of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be
appropriate in the circumstances. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result
of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed
as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such
delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after
that waiver.


 


4.6            Amendments.
This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.
This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing
signed by the Company and the Holders of a majority of the Registrable Securities under this Agreement, which must include the Investor
for as long as such Investor holds Registrable Securities; provided, however, that any amendment, modification, extension
or termination that disproportionately and adversely affects any Holder shall require the prior written consent of such Holder. Each
such amendment, modification, extension or termination shall be binding upon each party hereto. In addition, each party hereto may waive
any right hereunder by an instrument in writing signed by such party.


 






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4.7            Governing
Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be
governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice
or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.


 


4.8            Consent
to Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the State of New York for the purpose of any action, claim, cause of action or suit (in contract,
tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter
hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any
of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding
brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced
in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract,
tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter
hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending
to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding
or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding
the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification
rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above.
Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named
courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any
manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its
address specified pursuant to Section 4.2 hereof is reasonably calculated to give actual notice.


 


4.9            WAIVER
OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS
THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE
OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF
OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED
HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE
OTHER PARTIES HERETO THAT THIS SECTION 4.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING
INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.9 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


4.10            Merger;
Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes
all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon
and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns.
Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any
of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment
or delegation in violation of the foregoing shall be null and void.


 


4.11            Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one instrument. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery (i.e.,
by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.


 






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4.12            Severability.
In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall
be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under,
applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in
any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.


 


4.13            No
Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Holder covenant, agree
and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall
be had against any current or future director, officer, employee, general or limited partner or member of any Holder or of any Affiliate
or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any
statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach
to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future
member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee
thereof, as such, for any obligation of any Holder under this Agreement or any documents or instruments delivered in connection with
this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.


 






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IN WITNESS WHEREOF, each of the undersigned
has duly executed this Agreement as of the date first above written.


 


	 	AIRSCULPT TECHNOLOGIES, INC.



 


		By:	/s/
                                            Dr. Aaron Rollins
	 	 	Name: Dr. Aaron Rollins
	 	 	Title: Chief Executive Officer



 


 


	 	VSCP EBS AGGREGATOR, L.P.


 


		By:	Vesey Street
                                            Capital Partners Healthcare GP, L.P., its General Partner
	 	 	 
	 	By:	Vesey Street Capital Partners Healthcare UGP, LLC,
                                            its General Partner



 


		By:	/s/
                                            Adam Feinstein
	 	 	Name: Adam Feinstein
	 	 	Title: Managing Member





 


 


	 	/s/ Aaron
                                            Rollins, M.D.
	 	Name: Aaron Rollins, M.D.



 


[Signature Page to the
Registration Rights Agreement]