Exhibit 10.3 

   

  REGISTRATION RIGHTS AGREEMENT 

   

  THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2021, is made and entered
      into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the
      signature page(s) hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

   

  RECITALS 

   

  WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement,
      dated as of November 18, 2020 (the “Founder Shares Purchase Agreement”), pursuant to which the Sponsor purchased an aggregate of 2,875,000 shares (the “Initial Founder Shares”) of the Company’s Class B common stock, par value $0.0001
      per share (the “Class B Common Stock”), and the Sponsor subsequently transferred an aggregate of 75,000 Initial Founder Shares to other Holders;

   

  WHEREAS, on January 22, 2021, the Company declared a stock dividend (the “Dividend”) with respect
      to the Class B Common Stock of 11,500,000 shares, resulting in the Sponsor holding an aggregate of 14,375,000 shares (up to 1,875,000 shares that are subject to forfeiture by our Sponsor depending on the extent to which the underwriters’
      over-allotment option is exercised) of Class B Common Stock (together with the Initial Founder Shares, the “Founder Shares”);

   

  WHEREAS, the Founder Shares are convertible into shares of the Company’s Class A common stock, par value
      $0.0001 per share (the “Common Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation, as may be amended from time to time;

   

  WHEREAS, on March 18, 2021, the Company declared a stock dividend with respect to the Class B Common Stock
      of 2,875,000 shares, resulting in our initial stockholders holding an aggregate of 17,250,000 shares (up to 2,250,000 shares that are subject to forfeiture by our Sponsor depending on the extent to which the underwriters’ option to purchase
      additional units is exercised;

   

  WHEREAS, the Company and the Sponsor have entered into that certain Private Placement Warrants Purchase
      Agreement (the “Private Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase 8,600,000 warrants (or up to 9,800,000 warrants if the over-allotment option in connection with the Company’s initial public
      offering (the “IPO”) is exercised in full) (the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing of the IPO;

   

  WHEREAS, the Company and the purchasers party thereto have entered into a forward purchase agreement (the
      “Forward Purchase Agreement”), pursuant to which such purchasers agreed to purchase up to an aggregate of 10,000,000 units (the “Forward Purchase Units”) in a private placement transaction that will close substantially
      concurrently with the closing of the Business Combination (as defined below);

   

  WHEREAS, in order to finance the Company’s transaction costs in connection with an intended Business
      Combination (as defined below), the Sponsor has agreed to loan up to $2,000,000 to the Company, and the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers or directors may, but are not obligated to, loan the Company
      additional funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into an additional 1,333,333 Private Placement Warrants (the “Working Capital Warrants”); and

   

  WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company
      shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

   

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

  

   

  
     

    
      
 

  

   

  ARTICLE I 

   

  DEFINITIONS 

   

  1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the
      respective meanings set forth below:

   

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

   

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

   

  “Board” shall mean the Board of Directors of the Company.

   

  “Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase,
      reorganization or other similar business combination with one or more businesses, involving the Company.

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  “Form S-3” shall have the meaning given in subsection 2.3.

   

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

   

  “Founder Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the
      earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted
      for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the
      Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities or other
      property.

   

  “Founder Shares Purchase Agreement” shall have the meaning given in the Recitals hereto.

   

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

   

  “Insider Letter” shall mean that certain letter agreement, dated as of the date hereof, by and among the
      Company, the Sponsor and each of the Company’s officers, directors and director nominees.

   

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

   

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

   

  
     

    
      
 

  

   

  

  “Permitted Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is
      permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter, this Agreement and any other applicable agreement
      between such Holder and the Company and to any transferee thereafter.

   

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

   

  “Private Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by
      the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of
      the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

   

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

   

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

   

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

   

  “Registrable Security” shall mean (a) the Founder Shares (including any shares of Common Stock issued or
      issuable upon the conversion of any such Founder Shares), (b) the Private Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding shares of the
      Common Stock or any other equity security (including the shares of the Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any share of Common Stock
      purchased by funds affiliated with Glenview Capital Management, LLC in the IPO or at any time thereafter, (e) any Working Capital Warrants (including the shares of Common Stock issued or issuable upon the exercise of any such Working Capital
      Warrants) and (f) any other equity security of the Company issued or issuable with respect to any such share of the Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,
      consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such
      securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred,
      new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such
      securities shall have ceased to be outstanding; (D) such securities are sold without registration pursuant to Rule 144 promulgated under the Securities Act; or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a
      public distribution or other public securities transaction.

   

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

   

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

  

  	 	(A)	all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry
            Regulatory Authority, Inc.) and any securities exchange on which the Common Stock is then listed; 
	 	(B)	fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
            Underwriters in connection with blue sky qualifications of Registrable Securities); 
	 	(C)	printing, messenger, telephone and delivery expenses; 
	 	(D)	reasonable fees and disbursements of counsel for the Company; 
	 	(E)	reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in
            connection with such Registration; and 
	 	(F)	reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a
            Demand Registration to be registered for offer and sale in the applicable Registration. 
	 	 	 	 	 	 	 	 


  

   

  
     

    
      
 

  

   

  “Registration Statement” shall mean any registration statement that covers the Registrable Securities
      pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material
      incorporated by reference in such registration statement.

   

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

   

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

   

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

   

  “Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an
      Underwritten Offering and not as part of such dealer’s market-making activities.

   

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

   

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

   

  ARTICLE II 

   

  REGISTRATIONS 

   

  2.1 Demand Registration.

   

  2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4
      hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, the Holders of at least a majority in interest of the then outstanding number of Registrable Securities (the “Demanding
        Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of
      distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand,
      and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s
      Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written
      notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as
      practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not
      more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration
      under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement
      that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold,
      in accordance with Section 3.1 of this Agreement.

   

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

   

  
     

    
      
 

  

   

  

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

   

  2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten
      Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the
      Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate
      written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting
      the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the
      Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding
      Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten
      Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
      clause (i), the Registrable Securities of Holders (pro rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1
      hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the
      Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock
      or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of
      Securities.

   

  2.1.5 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand
      Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason
      whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to
      the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a
      Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

   

  2.2 Piggyback Registration.

   

  2.2.1 Piggyback Rights. If, at any time on or after the date the Company consummates the initial Business
      Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities,
      for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in
      connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the
      Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing
      date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any,
      in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written
      notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing
      Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any
      similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute
      their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. 

   

  
     

    
      
 

  

   

  

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

   

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

   

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

   

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

   

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

   

  2.3 Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to
      time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar
      short-form registration statement that may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the
      Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable
      Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the
      receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall file a
      Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such
      request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3
      is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such
      other equity securities (if any) at any aggregate price to the public of less than $5,000,000. 

   

  
     

    
      
 

  

   

  

  2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days
      prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice
      to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the
      Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be
      seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the
      Chairman of the Board (or, if applicable, any Co-Chairman of the Board), Executive Chairman, the Chief Executive Officer, the President or the Secretary of the Company stating that in the good faith judgment of the Board it would be seriously
      detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for
      a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

   

  ARTICLE III 

   

  COMPANY PROCEDURES 

   

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

   

  3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such
      Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

   

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

   

  3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish
      without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such
      Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the
      Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders; 

   

  
     

    
      
 

  

   

  

  3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i)
      register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement
      (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as
      may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate
      the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to
      qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

   

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

   

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

   

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

   

  3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or
      supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

   

  3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be
      delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section


        3.4 hereof;

   

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

   

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

   

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

   

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

   

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

   

  
     

    
      
 

  

   

  

  3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess
      of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

   

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

   

  3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company.
      It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other
      than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

   

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

   

  3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a
      Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the
      Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of
      the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such
      Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness
      of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights
      under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.
      The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

   

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

   

  ARTICLE IV 

   

  INDEMNIFICATION AND CONTRIBUTION 

   

  4.1 Indemnification.

   

  4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its
      officers and directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) resulting
      from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
      to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. 

   

  
     

    
      
 

  

   

  

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

   

  4.1.3 Any person entitled to indemnification herein 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) 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). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
      indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No
      indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
      party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or
      litigation.

   

  4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of
      any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating
      in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

   

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

  

   

  
     

    
      
 

  

   

  ARTICLE V 

   

  MISCELLANEOUS 

   

  5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit
      in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand
      delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third
      business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit
      of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed to the Company, 767 Fifth Avenue, 44th Floor, New York, New York 10153, and, if to any Holder, at such Holder’s address or facsimile number as found in the Company’s books and records. Any party may change its address for notice at any time and from time to
      time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

   

  5.2 Assignment; No Third Party Beneficiaries.

   

  5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or
      delegated by the Company in whole or in part.

   

  5.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as
      the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only
      if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement, the Warrant Agreement or any other applicable letter agreements between the Company and such Holder.

   

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

   

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

   

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

   

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

   

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

   

  5.5 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE
      PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW
      YORK CIVIL PRACTICE LAWS AND RULES 327(B), AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR
      FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK. 

   

  
     

    
      
 

  

   

  

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

   

  5.7 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a
      majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended
      or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner
      that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a
      Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party
      shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

   

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

   

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

   

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

   

  5.11 Other Registration Rights. The Company represents and warrants that no person, other than a Holder
      of Registrable Securities, or holders of the Forward Purchase Units or the shares of Class A common stock or redeemable Warrants (and the shares of Class A common stock into which such Warrants may be converted into) underlying the Forward Purchase
      Units, pursuant to the terms of the Forward Purchase Agreement, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale
      of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions (excluding
      the Forward Purchase Agreement) and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

   

  5.12 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of
      this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174
      thereunder) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 promulgated under the Securities Act (but with no volume or other restrictions or limitations).
      The provisions of Section 3.5 and Article IV shall survive any termination.

   

  [SIGNATURE PAGES FOLLOW]

  

   

  
     

    
      
 

  

   

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

   

  

  	 	COMPANY:
	 	 	 
	 	LONGVIEW ACQUISITION CORP. II, a Delaware corporation
	 	 	 
	 	By:	/s/ Mark Horowitz
	 	

        	Name: Mark Horowitz
	 	

        	Title: Chief Financial Officer


    

  	 	HOLDERS:
	 	 	 
	 	LONGVIEW INVESTORS II LLC, a Delaware limited liability company
	 	 	 
	 	By: 

          	 /s/ Larry Robbins
	 	

        	Name: Larry Robbins 

        
	 	 	Title: Managing Member 

        


    

  

  

  

  	 	By: 

          	 /s/ Larry Robbins
	 	

        	Name: Larry Robbins 

        


   

  	 	By: 
          

        	 /s/ Westley Moore
	 	

        	Name: Westley Moore


   

  	 	By: 
          

        	 /s/ Shalinee Sharma
	 	

        	Name: Shalinee Sharma


   

  	 	By: 
          

        	 /s/ Brian Zied
	 	 

        	Name: Brian Zied