Exhibit 10.2


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made as of September 21, 2022, by and among (i) Ventoux CCM Acquisition Corp., a Delaware corporation
(“Pubco”), (ii) Ventoux Acquisition Holdings LLC, a Delaware limited liability company (“Co-Sponsor”),
(iii) Chardan International Investments, LLC, a Delaware limited liability company (together with the Co-Sponsor, the “Sponsors”),
(iv) Metropolitan Levered Partners Fund VII, LP, Metropolitan Partners Fund VII, LP and CEOF Holdings LP (collectively, the “Metropolitan
Parties”), (v) each of the Persons listed on the Schedule of Investors attached hereto as of the date hereof, and (vi) each
of the other Persons set forth from time to time on the Schedule of Investors who, at any time, own securities of Pubco and enter into
a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) through (vi), an “Investor”
and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall
have the meanings set forth in Section 11 hereof.


 


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


 


WHEREAS, upon the consummation of the transactions
contemplated by the Merger Agreement, the Original Holders will hold an aggregate of 2,689,187 shares (the “Founder Shares”)
of common stock of Pubco, par value $0.0001 per share, originally issued prior to Pubco’s initial public offering;


 


WHEREAS, upon the consummation of the transactions
contemplated by the Merger Agreement, the Original Holders will hold an aggregate of 5,625,000 warrants (the “Private Placement
Warrants”) to purchase, at an exercise price of $11.50 per share (subject to adjustment), shares of Common Stock;


 


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


 


WHEREAS, Pubco entered into
a credit agreement (the “Credit Agreement”), dated September 21, 2022 with certain lending parties pursuant to which
the lending parties made available to Target a senior secured single draw term loan facility in the maximum committed principal amount
of Fifty Five Million and No/100 Dollars ($55,000,000.00);


 


WHEREAS, in connection with
the execution and delivery of the CreditAgreement, Pubco and the Metropolitan Parties entered into subscription agreements, dated as
of September 21, 2022 (the “Subscription Agreement”), pursuant to which, and subject to the terms and conditions thereof,
Pubco agreed to issue to the Metropolitan Parties the Subscribed Warrants, as defined in the Subscription Agreements);


 


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


 






    


    


    

 


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


 


1. Resale Shelf Registration Rights.


 


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


 


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


 






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


 


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


 


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


 


2. Demand Registrations.


 


(a) Requests for
Registration. Subject to the terms and conditions of this Agreement and, as applicable, the lock-up provisions contained in (i)
Section 5.3 of Pubco’s Amended and Restated Bylaws (the “Bylaws”) (ii) the Share Transfer Agreement, dated
September 21, 2022, by and among the Sponsors and the Metropolitan Parties, and (iii) the Support Agreements (as defined in the
Merger Agreement) at any time or from time to time, provided that Pubco does not then have an effective Registration Statement
outstanding covering all of the Registrable Securities, the holders of Registrable Securities may request registration under the
Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement
(“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to
Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration
statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco
(“Short-Form Registrations”), in accordance with Section 2(b) and Section 2(c) below (such holders
being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating
Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall
specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Subject
to Sections 10(a) and 10(b) (collectively, the “MNPI Provisions”), within five Business Days after receipt of any
such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and,
subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and
qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all
such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five Business
Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as
confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice
of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes
available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.


 






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


 


(c) Short-Form Registrations. In addition
to the Long-Form Registration provided pursuant to Section 2(b), each of (i) the Majority Presto Investors, on behalf of any and
all Presto Investors, (ii) the Majority Metropolitan Parties, on behalf of any and all Metropolitan Parties, and (iii) the Sponsors, shall
be entitled to request Short-Form Registrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form
Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (x)
if Pubco has already effected three Short-Form Registrations (which became effective) for the holders of Registrable Securities requesting
a Short-Form Registration pursuant to this Section 2(c), or (y) if Pubco has already effected a Demand Registration (which became
effective) in the preceding 90-day period. Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any
applicable short form registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. For so long
as Pubco is subject to the reporting requirements of the Exchange Act, Pubco shall use its reasonable best efforts to make Short-Form
Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the
holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on
Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause
the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI
at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective,
Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period
ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed
pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able
to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or
the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required
under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming
the exercise of such warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco
shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the
sale of Registrable Securities.


 






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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


3. Piggyback Registrations.


 


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


 


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


 






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


 


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


 


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


 


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


 


4. Agreements of Certain Holders.


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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7. Registration Expenses.


 


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


 


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


 


8. Indemnification.


 


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


 






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


 


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


 


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


 






    14


    


    

 


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


 


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


 


10. Other Agreements.


 


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


 


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


 






    15


    


    

 


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


 


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


 






    16


    


    

 


11. Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(j) “Majority Metropolitan Parties”
means, as of any date of determination, the holders of a majority of the Registrable Securities held by the Metropolitan Parties as of
such date.


 


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


 


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


 


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


 


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


 


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


 






    17


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    18


    


    

 


12. Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


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


 






    19


    


    

 


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


 


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


 


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


 


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


 


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


 


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

810 Hamilton St.

Redwood City, CA 94063

E-mail: raj@presto.com

Attention: Rajat Suri


 


with a copy to:


 


White & Case LLP

1221 Avenue of the Americas

New York, NY 10020-1095


		Email:	cdiamond@whitecase.com



laurakatherine.mann@whitecase.com


emery.choi@whitecase.com


		Attention:	Colin Diamond



Laura Katherine Mann


Emery Choi


 


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


 


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


 


* * * * *


 






    20


    


    

 


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


 


	 	VENTOUX CCM ACQUISITION CORP.
	 	 
	 	By:	/s/ Matt MacDonald                                 
	 	Name:	Matt MacDonald
	 	Title:	Chief Financial Officer
	 	 	 
	 	INVESTORS:
	 	 
	 	Ventoux acquisition holdings llc
	 	 
	 	By:	/s/
Matt MacDonald 
	 	Name:	Matt MacDonald
	 	Title:	Chief Financial Officer
	 	 	 
	 	chardan international investments, llc
	 	 
	 	By:	/s/ Jonas Grossman
	 	Name:	Jonas Grossman
	 	Title:	Manager
	 	 	 
	 	cindat usa llc
	 	 
	 	By:	/s/ Bernard van der Lande
	 	Name:	Bernard van der Lande
	 	Title:	 
	 	 	 
	 	blind 1212, llc
	 	 
	 	By:	/s/ Woodrow H. Levin 
	 	Name:	Woodrow H. Levin
	 	Title:	Manager
	 	 	 
	 	julie atkinson
	 	 
	 	By:	/s/ Julie Atkinson
	 	Name:	Julie Atkinson
	 	 	 
	 	Christian ahrens
	 	 
	 	By:	/s/ Christian Ahrens
	 	Name:	Christian Ahrens
	 	 	 
	 	ROMULUS CAPITAL II, L.P.
	 	 
	 	By:	/s/ Krishna Gupta
	 	Name:	Krishna Gupta
	 	 	 
	 	ROMULUS CAPITAL III, L.P.
	 	 
	 	By:	/s/
Krishna Gupta                    
	 	Name: 	Krishna Gupta


 






    21


    


    

 


	 	ROMULUS ELC b3 Special opportunity, L.P.
	 	 
	 	By:	/s/ Krishna Gupta
	 	Name:	Krishna Gupta
	 	 	 
	 	RAJAT SURI
	 	 
	 	By:	/s/ Rajat Suri 
	 	Name:	Rajat Suri
	 	 	 
	 	AShish gupta
	 	 
	 	By:	/s/
Ashish Gupta
	 	Name:	Ashish Gupta
	 	 	 
	 	william healey
	 	 
	 	By:	/s/
William Healey
	 	Name:	William Healey
	 	 	 
	 	Dan MOSHER
	 	 
	 	By:	/s/ Dan Mosher
	 	Name:	Dan Mosher
	 	 	 
	 	KRISHNA GUPTA
	 	 
	 	By:	/s/ Krishna Gupta
	 	Name:	Krishna Gupta
	 	 	 
	 	iLYA GOLUBOVICH
	 	 
	 	By:	/s/ Ilya Golubovich
	 	Name:	Ilya Golubovich
	 	 	 
	 	KIM AXEL LOPDRUP
	 	 
	 	By:	/s/ Kim Axel Lopdrup
	 	Name:	Kim Axel Lopdrup
	 	 	 
	 	GAIL ZAUDER
	 	 
	 	By:	/s/ Gail Zauder
	 	Name:	Gail Zauder
	 	 	 
	
     
	PRESTO CA LLC 



	 	 	 
	 	By:	/s/
Joseph McCoy
	 	Name: 	Joseph McCoy
	 	Title:	General Counsel & CCO



 






    22


    	 



    

 	 	METROPOLITAN LEVERED PARTNERS FUND VII,
    LP
	 	 	 
	 	By:	/s/ Paul K.
    Lisiak
	 	Name:	Paul K. Lisiak              
	 	Title:	Managing Partner
	 	 	 
	 	METROPOLITAN PARTNERS FUND VII, LP
	 	 	 
	 	By:	/s/ Paul K.
    Lisiak
	 	Name:	Paul K. Lisiak
	 	Title:	Managing Partner
	 	 	 
	 	CEOF HOLDINGS LP
	 	 	 
	 	By:	/s/ Daniel
    Friedman
	 	Name:	Daniel Friedman
	 	Title:	General Counsel
	 	 	 
	 	SILVER
                    ROCK EMPIRE FUND LP - SERIES 2022

    By:
    Silver Rock Capital Partners LP, its investment advisor

	 	 	 
	 	By:	/s/ Patrick
    Hunnius
	 	Name:	Patrick Hunnius
	 	Title:	General Counsel & CCO



 


	LAKE VINEYARD FUND LP - SERIES 2022	 
	By: Silver Rock Capital Partners LP, its trading advisor 	 
	 	 	 
	By:	/s/ Patrick Hunnius	 
	Name:	Patrick Hunnius	 
	Title:	General Counsel & CCO	 



 


Signature Page to Amended and Restated Registration
Rights Agreement


 










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SCHEDULE OF INVESTORS


 


	Investor	Address
	Ventoux Acquisition Holdings LLC	
    Ventoux Acquisition Holdings LLC

    211 North Street

    Northampton, MA 01060

    Attn: Ed Scheetz

    E-mail: ed@ventouxccm.com

     

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

     

    Dentons LLP

    1221 Avenue of the Americas

    New York, NY 10020

    Attn: Brian Lee

    E-mail:  brian.lee@dentons.com

    and

    Woolery & Co.

    1 Pier 76

    408 12th Ave

    New York, NY 10018

    Attn: Matthew J. Saur

    Email: mathew@wooleryco.com

	Chardan International Investments, LLC	
    Chardan International Investments LLC

    17 State Street 21st Floor

    New York, NY 10004

    Attn: Jonas Grossman

    E-mail: jgrossman@chardan.com

     

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

     

    Chardan

    1 East Putnam Avenue, 4th Floor,

    Greenwich, CT 06830

    Attn: Chief Legal Officer

    E-mail: legal@chardan.com






	Cindat USA LLC	
    Cindat USA
    LLC

    Seagram Building, 375 Park Avenue #3703

    New York, NY 10152

    Attn: Bernard Vanderlande

    E-mail: bernard.vanderlande@cindatusa.com

	Blind 1212, LLC	
    Blind 1212,
    LLC

    404 Sunset Lane

    Glencoe, Il 60022

    Attn: Woodrow Levin

    E-mail: woodrow.levin@gmail.com

	Julie Atkinson	
    11 Irvine Road

    Old Greenwich, CT 06870

    E-mail: julieatkinson57@gmail.com

	Christian Ahrens	
    42 Garden Place

    Brooklyn, NY 11201

    E-mail: cprahrens@gmail.com

	Romulus Capital II, L.P.	
    Romulus Capital II, L.P.

    307 Harvard Street

    Cambridge, MA 02139

    Attn: Krishna Gupta

    E-mail: kkg@romulusgroup.com

     

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

     

    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 0221

    Attn: William Schnoor

    E-mail: WSchnoor@goodwinlaw.com





 






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	Romulus Capital III, L.P.	
    Romulus Capital II, L.P.

    307 Harvard Street

    Cambridge, MA 02139

    Attn: Krishna Gupta

    E-mail: kkg@romulusgroup.com

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

    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 0221

    Attn: William Schnoor

    E-mail: WSchnoor@goodwinlaw.com

	Romulus ELC B3 Special Opportunity, L.P.	
    Romulus Capital II, L.P.

    307 Harvard Street

    Cambridge, MA 02139

    Attn: Krishna Gupta

    E-mail: kkg@romulusgroup.com

     

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

     

    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 0221

    Attn: William Schnoor

    E-mail: WSchnoor@goodwinlaw.com

	PRESTO CA LLC	
    Presto CA LLC

    222 N. Canal Street, Third Floor

    Chicago, IL 60606

    Attn: Keith Kravcik

    E-mail: kkravcik@clevelandave.com

     

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

     

    Riley Safer Holmes & Cancila

    70 W. Madison Street, Suite 2900

    Chicago, Illinois 60602

    Attn: Jeff Larry

    E-mail: jlarry@rshc-law.com

	Rajat Suri	
    Rajat Suri

    c/o Presto Automation Inc.

    985 Industrial Road

    San Carlos, CA 94070

    Attn: Rajat Suri

    E-mail: raj@presto.com

	Ashish Gupta	
    Ashish Gupta

    c/o Presto Automation Inc.

    985 Industrial Road

    San Carlos, CA 94070

    E-mail: ashish@presto.com





 






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	William Healey	
    William Healey

    c/o Presto Automation Inc.

    985 Industrial Road

    San Carlos, CA 94070

    E-mail: bill@presto.com

	Dan Mosher	
    Dan Mosher

    c/o Presto Automation Inc.

    985 Industrial Road

    San Carlos, CA 94070

    E-mail: dmosher@presto.com

	Krishna Gupta	
    Krishna Gupta

    E-mail: kkg@romulusgroup.com

     

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

     

    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 0221

    Attn: William Schnoor

    E-mail: WSchnoor@goodwinlaw.com

	Ilya Golubovich	
    Ilya Golubovich

    c/o I2BF LLC

    115 E 23rd Street, Suite 507

    New York, NY 10010

    E-mail: Ilyag@i2bf.com






	Kim Axel Lopdrup	
    Kim Axel Lopdrup

    c/o Presto Automation Inc.

    985 Industrial Road

    San Carlos, CA 94070

    E-mail: klopdrup@gmail.com

	Ed Scheetz	
    Ventoux Acquisition Holdings LLC

    211 North Street

    Northampton, MA 01060

    Attn: Ed Scheetz

    E-mail: ed@ventouxccm.com

     

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

     

    Dentons LLP

    1221 Avenue of the Americas

    New York, NY 10020

    Attn: Brian Lee

    E-mail:  brian.lee@dentons.com

     

    and

     

    Woolery & Co.

    1 Pier 76

    408 12th Ave

    New York, NY 10018

    Attn: Matthew J. Saur

    Email: mathew@wooleryco.com

	Gail Zauder	
    Gail Zauder

    c/o Elixir Advisors

    122 East 82nd Street

    NY, NY 10028

    E-mail: gzauder@elixiradvisors.com

	Keith Kravcik	
    Keith Kravcik

    222 N. Canal Street, Third Floor

    Chicago, IL 60606

    Attn: Keith Kravcik

    E-mail: kkravcik@clevelandave.com

     

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

     

    Riley Safer Holmes & Cancila

    70 W. Madison Street, Suite 2900

    Chicago, Illinois 60602

    Attn: Jeff Larry

    E-mail: jlarry@rshc-law.com



  






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    Metropolitan Levered Partners Fund VII, LP

    Metropolitan Partners Fund VII, LP
	
    Metropolitan Partners Group Administration, LLC

    850 Third Avenue, 18th Floor

    New York, NY 10022

    Attention: Paul Lisiak

    Telephone No.: (212) 561-1250

    E-Mail: plisiak@metpg.com

     

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

     

    K&L Gates LLP

    599 Lexington Avenue

    New York, NY 10022

    Attention: Aaron S. Rothman

    Telephone No.: 704-331-7446

    E-Mail: aaron.rothman@klgates.com

	CEOF Holdings LP	
    CEOF Holdings LP

    c/o Corbin Capital Partners, L.P.

    590 Madison Avenue, 31st Floor

    New York, NY 10022

    Attn: General Counsel

    Email: fof-ops@corbincapital.com

     

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

     

    Fox Rothschild LLP

    101 Park Avenue

    17th Floor

    New York, NY 10178

    Attention: Zev M. Bomrind

    Telephone No.: 212-878-7951

    E-Mail: zbomrind@foxrothschild.com




 






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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
JOINDER


 


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


 


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


 


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


 


	 	INVESTOR:
	 	 
	 	[●]
	 	By:	        
	 	Its:	 


 


	 	Address for Notices: [●]
	 	[●]
	 	[●]
	 	[●]
	 	Agreed and Accepted as of _________________


 


	 	Ventoux ccm acquisition Corp.
	 	By:	          
	 	Its:	 


 


 


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