Exhibit 10.2


 


Final Form


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement” as amended, restated, supplemented, or otherwise modified from time
to time) dated as of [ ], 2022, is made and entered into by and among American Oncology Network, Inc. (formerly known as Digital
Transformation Opportunities Corp.), a Delaware corporation (the “Company”), Digital Transformation Sponsor LLC, a
Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto
under “Holders” (each such party, together with any person or entity who hereafter becomes a party to this Agreement
pursuant, a “Holder” and collectively the “Holders”).


 


WHEREAS, the Company
and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of January 8, 2021, pursuant to which
the Sponsor purchased an aggregate of 7,187,500 shares of the Class B common stock, par value $0.0001 per share;


 


WHEREAS, the Company
subsequently effected a stock dividend resulting in the Sponsor holding an aggregate of 8,625,000 shares of the Class B Common Stock
(the “Founder Shares”);


 


WHEREAS, the Founder
Shares are convertible into shares of the Class A Common Stock, par value $0.0001 per share, at the time of the Business Combination
on a one-for-one basis, subject to adjustment, 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 9,
2021, the Company and the Sponsor entered into that certain Private Placement Warrant Purchase Agreement, pursuant to which the Sponsor
agreed to purchase 5,666,667 warrants (or up to 6,266,667 warrants if the over-allotment option in connection with the Company’s
initial public offering is exercised in full) (together with all other warrants issued by the Company to the Sponsor on substantially
the same terms, the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with
the closing of the Company’s initial public offering, each Private Placement Warrant entitling the holder to purchase one share
of Common Stock at an exercise price of $11.50 per share;


 


WHEREAS, the Company,
the Sponsor and the other parties thereto (collectively, the “Existing Holders”) entered that certain registration
and stockholder rights agreement, dated as of March 9, 2021 (the “Original RRA”) pursuant to which certain Holders
are entitled to registration rights;


 


WHEREAS, the Company
and American Oncology Network, LLC, a Delaware limited liability company (“AON”), entered into that certain Business
Combination Agreement dated as of October 5, 2022 (as it may be amended from time to time in accordance with the terms thereof the “BCA”)
in connection with the business combination of the Company and AON (the “Business Combination”) and other transactions
contemplated therein;


 


WHEREAS, concurrently
with the execution of the BCA, the Sponsor, its Affiliates and certain stockholders of the Company have entered into the Sponsor Agreement
(the “Sponsor Agreement”);


 






    


    


    

 


WHEREAS, upon the consummation
of the Business Combination, AON, the Company, as the managing member of AON, and each of the other parties thereto entered into that
certain third amended and restated operating agreement of AON dated as of the date hereof (as it may be further amended, supplemented
or restated from time to time in accordance with the terms of such agreement, the “LLC Agreement”);


 


WHEREAS, pursuant to Section 6.8
of the Original RRA, the provisions, covenants and conditions set forth in the Original RRA may be amended or modified upon the written
consent of the Company and the holders of a majority-in-interest of the Registrable Securities (as such term is defined in the Original
RRA); and


 


WHEREAS, in connection
with the execution of this Agreement, the Company and the Existing Holders desire to amend and restate the Original RRA in its entirety
as set forth herein and enter into this Agreement, pursuant to which the Company shall provide the Holders with certain rights relating
to the registration of the Registrable Securities on the terms and conditions set forth below;


 


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:


 


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


 


“Additional Holder”
shall have the meaning given in Section 7.13 hereof.


 


“Additional Holder
Common Stock” shall have the meaning given in Section 7.13 hereof.


 


“Additional Registrable
Security” shall mean (i) any shares of Class A Common Stock issued by the Company to a Holder in connection with the
redemption by a Holder of Common Units owned by any Holder and (ii) any other equity security of the Company or any of its subsidiaries
issued or issuable with respect to any securities referenced in clause (i) above by way of a stock dividend or stock split or in
connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.


 


“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 any principal 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.


 






    


    


    

 


“Affiliate”
means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control
with, such specified Person, through one or more intermediaries or otherwise.


 


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


 


“Amended and Restated
Company Certificate of Incorporation” shall mean the Amended and Restated Acquiror Certificate of Incorporation, as defined
in the BCA.


 


“AON” shall
have the meaning given in the Preamble hereto.


 


“AON Lock-Up Period”
shall mean, with respect to the Exchange Shares, the period beginning on the Closing Date and ending on the day that is six (6) months
after the Closing Date.


 


“BCA” shall
have the meaning given in the Recitals hereto. “Class A Common Stock” means the Class A common stock, par
value $0.0001 per share, of the Company.


 


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


 


“Closing”
shall have the meaning given in the BCA.


 


“Closing Date”
shall have the meaning given in the BCA.


 


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


 


“Common Stock”
means, collectively, Class A Common Stock and Class B Common Stock.


 


“Common Units”
shall have the meaning given in the LLC Agreement.


 


“Company”
is defined in the preamble to this Agreement and includes the Company’s successors by recapitalization, merger, consolidation, spin-off,
reorganization or similar transaction.


 


“Demanding Holder”
is defined in Section 2.1.5.


 


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


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc. or any successor thereto.


 


“Form S-1 Shelf”
shall have the meaning given in Section 2.1 hereof.


 


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


 






    


    


    

 


“Holder Indemnified
Party” is defined in Section 4.1.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


“Initial Registrable
Security” shall mean (i) any shares of the Class A Common Stock issued in connection with the any exchange or redemption
of Common Units and Class B Common Stock issued pursuant to the terms of the LLC Agreement or Amended and Restated Company Certificate
of Incorporation, as applicable (collectively, the “Exchange Shares”); and (ii) (a) the shares of Class A
Common Stock issued or issuable upon the conversion of any 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 Class A
Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity
security) of the Company held by a Holder as of the date of the Original RRA, and (d) any other equity security of the Company issued
or issuable with respect to any such shares of Class A Common Stock by way of a stock dividend or stock split or other distribution
or in connection with a combination of shares, recapitalization or reclassification or other similar transaction, 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; or (D) such securities have been sold to, or through,
a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Issuer Shelf Registration
Statement” shall have the meaning given in Section 2.1.2 hereof.


 


“Joinder”
shall have the meaning given in Section 7.10 hereof.


 


“LLC Agreement”
shall have the meaning given in the Recitals hereto.


 


“Lock-Up”
shall have the meaning given in Section 6.1 hereof.


 


“Lock-Up Period”
means, collectively, the AON Lock-Up Period and the Sponsor Lock-Up Period.


 


“Lock-Up Shares”
shall mean, (i) with respect to the any Holder that is a party to the Sponsor Agreement, any shares of Class A Common Stock
held by such Holder during the Sponsor Lock-Up Period; and (ii) any Exchange Share during the AON Lock-Up Period.


 






    


    


    

 


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


 


“Minimum Takedown
Threshold” shall have the meaning given in Section 2.1.5 hereof.


 


“Notices”
is defined in Section 7.3.


 


“Original RRA”
shall have the meaning given in the Recitals hereto.


 


“Permitted Transferee”
is defined in Section 6.2.


 


“Person”
means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture,
joint stock company, governmental agency or instrumentality or other entity of any kind


 


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


 


“PIPE Investors”
shall have the meaning given in the BCA.


 


“Private Placement
Warrants” 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 Securities”
means collectively the Initial Registrable Securities and the Additional Registrable Securities. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in
accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for 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;
or (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (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, including any related Shelf Takedown, effected by preparing and filing a Registration Statement, Prospectus
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 documented, 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 FINRA) and any national securities exchange
on which the Class A Common Stock is then listed;


 






    


    


    

 


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


 


(c)            fees
and disbursements of underwriters customarily paid by issuers of securities in a secondary offering, but excluding underwriting discounts
and commissions and transfer taxes, if any, with respect to Registrable Securities sold by Holders;


 


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


 


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


 


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


 


(g)            reasonable
fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering.


 


“Registration Statement”
means any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including any Shelf,
and, in each case, 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 Holders”
shall have the meaning given in Section 2.1.6 hereof.


 


“Rule 144”
shall mean Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto
that may be promulgated by the Commission.


 


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


 


“Shelf”
shall mean the Form S-1 Shelf, any Issuer Shelf Registration Statement or any Subsequent Shelf Registration, as the case may be.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant
to Rule 415 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may
be promulgated by the Commission.


 


“Shelf Takedown”
shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggy-Back Registration.


 


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


 






    


    


    

 


“Sponsor Lock-Up
Period” shall mean, with respect to each Holder that is a party to the Sponsor Agreement, the period beginning on the Closing
Date and ending on the day that is twelve (12) months after the Closing Date.


 


“Subsequent Shelf
Registration” shall have the meaning given in Section 2.1.3 hereof.


 


“Total Limit”
shall have the meaning given in Section 2.1.5 hereof.


 


“Transfer”
shall mean the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).


 


“Underwriter”
means 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 Lock-Up
Period” shall have the meaning given in Section 2.3 hereof.


 


“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.


 


“Underwritten Shelf
Takedown” shall have the meaning given in Section 2.1.5 hereof.


 


“Withdrawal Notice”
shall have the meaning given in Section 2.1.7 hereof.


 


“Yearly Limit”
shall have the meaning given in Section 2.1.5 hereof.


 


2.             REGISTRATION
RIGHTS.


 


2.1.          Shelf
Registration.


 


2.1.1.       Filing.
The Company shall, subject to Section 3.4 hereof, submit or file within 30 days of the Closing Date, and use commercially reasonable
efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1
(the “Form S-1 Shelf”) covering the resale of all the Initial Registrable Securities (determined as of two business
days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have the
Shelf declared effective after the filing thereof, but no later than the earlier of (a) the 60th calendar day following
the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the
tenth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the
Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder
named therein. Subject to Sections 2.1.3 and 3.4 hereof, the Company shall maintain a Shelf in accordance with the terms hereof, and shall
prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep
a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein
and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.


 






    


    


    

 


2.1.2.       Issuer
Shelf Registration. The Company shall, subject to Section 3.4 hereof, submit or file within 90 days of the Closing Date, and
use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a Registration Statement
on an appropriate form covering issuance and resale of the Additional Registrable Securities on a delayed or continuous basis (an “Issuer
Shelf Registration Statement”). Such Shelf shall provide for the registered resale of all the Additional Registrable Securities
by their Holders from time to time in accordance with the methods of distribution elected by the Holders and set forth therein. Subject
to Sections 2.1.3 and 3.4 hereof, the Company shall maintain an Issuer Shelf Registration Statement in accordance with the terms hereof,
and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary
to keep an Issuer Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their
Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer
any Additional Registrable Securities.


 


2.1.3.       Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4 hereof, use its commercially reasonable efforts to, as promptly
as is reasonably practicable, cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable
efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of
any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration”) registering the resale of all Registrable Securities under such Shelf (determined as of two business days
prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein.
If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent
Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it
being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated
under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities
Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously
effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance
with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.


 






    


    


    

 


2.1.4.       New
Registrable Securities. Subject to Section 3.4 hereof, in the event that any Holder or Holders, collectively, hold Registrable
Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of any Holder or the Sponsor,
shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at
the Company’s option, any then-available Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration
and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall
be subject to the terms hereof; provided, however, that (i) the Company shall only be required to cause such Registrable Securities
to be so covered if the total offering price thereof is reasonably expected to exceed, in the aggregate, $25 million and (ii) the
Company shall only be required to cause such Registrable Securities to be so covered once per calendar year.


 


2.1.5.       Requests
for Underwritten Shelf Takedowns. Following the expiration of the applicable Lock-Up Period, at any time and from time to time when
an effective Shelf is on file with the Commission, any Holder or the Sponsor (any of the Holders or the Sponsor, a “Demanding
Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated
offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company
shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be
sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected
to exceed, in the aggregate, $25 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns
shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to
be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall
consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval
(which shall not be unreasonably withheld, conditioned or delayed). The Holders, collectively, on the one hand, and the Sponsor, on the
other hand, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 (i) not more than two times in any 12-month
period (the “Yearly Limit”) and (ii) not more than five times in the aggregate (the “Total Limit”).
Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective
Registration Statement, including a Form S-3, that is then available for such offering.


 


2.1.6.       Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters for an Underwritten Shelf Takedown advises the Company, the
Demanding Holders and the Holders requesting registration pursuant to Section 2.2 of this Agreement with respect to such Underwritten
Shelf Takedown (the “Requesting Holders”) in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders and the Requesting Holders desire to sell, taken together with all other shares of Common Stock or other securities
which the Company desires to sell and the shares of Common Stock, if any, that have been requested to be sold in such Underwritten Offering
pursuant to written contractual Piggy-Back Registration rights held by other stockholders of the Company who desire to sell, exceeds the
maximum dollar amount or maximum number of shares that can be sold in such 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 shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such Underwritten
Offering (i) first, the Registrable Securities of the Demanding Holders and Requesting Holders (pro rata in accordance with the number
of Registrable Securities that each such Person has requested be included in such Underwritten Shelf Takedown, regardless of the number
of shares held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Shares, and (ii) second, the shares of Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of Shares.


 






    


    


    

 


2.1.7.       Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown may elect to withdraw from such
Underwritten Shelf Takedown for any or no reason whatsoever by giving written notice (a “Withdrawal Notice”) to the
Company and the Underwriter or Underwriters (if any) of their request to withdraw from such Underwritten Shelf Takedown; provided
that any other Demanding Holder(s) may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown
Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding
Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall not constitute a demand for an Underwritten Shelf Takedown
by the withdrawing Demanding Holder for purposes of Section 2.1.5 hereof and shall not count toward the Yearly Limit and the Total
Limit; provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso
in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded
by the Demanding Holders for purposes of Section 2.1.5 hereof and shall count toward the Yearly Limit and the Total Limit. Following
the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Requesting Holders. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Shelf Takedown prior to its withdrawal under this Section 2.1.7.


 


2.2.          Piggy-Back
Registration.


 


2.2.1.        Piggy-Back
Rights. If the Company or any Holder proposed to consummate a registered offering of, or if the Company proposes to file a Registration
Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, for its own account or for stockholders of the Company for their account
(or by the Company and by stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1),
other than a Registration Statement (or any registered offering with respect thereto) (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) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145
under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities
of the Company or (v) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed offering
to the Sponsor and Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such
Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring”
prospectus or prospectus supplement used for marketing such offering, which notice shall describe the amount and type of securities to
be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the Sponsor and Holders in such notice the opportunity to include in such registered offering
such number of shares of Registrable Securities as such Persons may request in writing within five (5) days following receipt of
such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the Company shall cause such Registrable
Securities to be included in such Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause the
managing Underwriter or Underwriters of such Piggy-Back Registration to permit the Registrable Securities requested by the Sponsor or
Holder pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company
included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in
a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up”
agreement, in each case, in customary form with the Underwriter or Underwriters selected for such Underwritten Offering.


 






    


    


    

 


2.2.2.       Reduction
of Piggy-Back Registration. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an Underwritten
Offering advises the Company and the Sponsor and Holders participating in the Piggy-Back Registration in writing that the dollar amount
or number of shares of Common Stock or other equity securities that the Company or the Sponsor or Holders desires to sell, taken together
with shares of Common Stock or other equity securities, if any, as to which Registration or registered offering has been demanded pursuant
to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the
Registrable Securities as to which Registration has been requested under this Section 2.2, and the shares of Class A Common
Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to the written
contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then:


 


(a)           If
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Registrable Securities of the Sponsor and Holders exercising their rights to register their Registrable
Securities pursuant to Section 2.2.1 hereof, pro rata, based on the respective number can be sold without exceeding the Maximum
Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), the shares of Common Stock or other securities, if any, as to which Registration or a registered offering has been
requested pursuant to written contractual Piggy-Back Registration rights with such persons and that can be sold without exceeding the
Maximum Number of Shares;


 






    


    


    

 


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


 


(c)            If
the Registration or registered offering is pursuant to a request by the Sponsor or Holder(s) pursuant to Section 2.1 hereof,
then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.6
hereof.


 


2.2.3.       Withdrawal.
Any holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Shelf Takedown, and
related obligations, shall be governed by Section 2.1.7 hereof) may elect to withdraw such holder’s request for inclusion of
Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the
effectiveness of the Registration Statement with respect to such Piggy-Back Registration or, in the case of a Piggy-Back Registration
pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect
to such Piggy-Back Registration used for marketing such transaction. The Company (whether on its own determination or as the result of
a withdrawal by persons or entities making a demand pursuant to written contractual obligations) may withdraw a Registration Statement
at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all
expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4.       Unlimited
Piggy-Back Registration Rights. For the avoidance of doubt, any Piggy-Back Registration effected pursuant to Section 2.2 hereof
shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1 hereof and shall not count toward the Yearly
Limit or the Total Limit. The holders of Registrable Securities may participate in an unlimited number of Piggy-Back Registrations.


 


2.3.          Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company or any Company-initiated Registration
for the account of the Company (subject to the Company’s compliance with Section 2.2 hereof), each Holder that is an executive
officer, director or Holder in excess of 1.0% of the then-outstanding Class A Common Stock agrees that it shall not Transfer any
shares of Class A Common Stock or other equity securities of the Company (other than those included in such offering pursuant to
this Agreement), without the prior written consent of the Company, during the 90-day period (or such shorter time agreed to by the managing
Underwriters) beginning on the date of pricing of such offering (the “Underwritten Lock-Up Period”), except
as expressly permitted by such lock-up agreement or in the event the Underwriters managing the offering otherwise consent in writing.
Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially
the same terms and conditions as the Company’s directors and executive officers or the other stockholders of the Company). The Company
will not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-Up Period binding on the Holders, nor will
the Company be obligated to include in any Piggy-Back Registration any Registrable Securities that are then subject to a “lock-up”
agreement.


 






    


    


    

 


3.             REGISTRATION
PROCEDURES.


 


3.1.          Filings;
Information. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect
the Registration and permit the sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof
as expeditiously as practicable, and in connection with any such request:


 


3.1.1.       Filing
Registration Statement. The Company shall use its commercially reasonable efforts to, as expeditiously as reasonably practicable,
prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the
Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder
in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such
Registration Statement to become effective and use its commercially reasonable efforts to keep it effective until all Registrable Securities
have ceased to be Registrable Securities.


 


3.1.2.       Copies.
The Company shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge
to the Underwriters, if any, and the Sponsor and Holders of Registrable Securities included in such Registration, and the Sponsor’s
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, if any,
and the Sponsor and Holders of Registrable Securities included in such Registration or legal counsel for the Sponsor and any such Holders
may request in order to facilitate the disposition of the Registrable Securities owned by the Sponsor and such Holders.


 


3.1.3.       Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the Prospectus used in connection therewith, as may be reasonably requested by any holder
of Registrable Securities that holds at least 5% percent of the Registrable Securities registered on such Registration Statement or any
Underwriter of Registrable Securities or as may be necessary to keep such Registration Statement effective and in compliance with the
provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been
disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities
have been withdrawn.


 






    


    


    

 


3.1.4.       Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such
filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify
such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the
following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of
the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment;
except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration
Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of
filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company
shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference,
to which such holders or their legal counsel shall object.


  


3.1.5.       State
Securities Laws Compliance. The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Sponsor and Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of
distribution) may request (or provide evidence reasonably satisfactory to the Sponsor and such Holders that the Registrable Securities
are exempt from such registration or qualification) 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 Sponsor
and Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities
in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.


 


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


 






    


    


    

 


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


 


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


 


3.1.9.       Opinions
and Comfort Letters. The Company shall: (i) on the date the Registrable Securities are delivered for sale pursuant to such Registration,
if requested by the Underwriter(s), if any, obtain an opinion and negative assurance letter, dated such date, of counsel representing
the Company for the purposes of such Registration, addressed to the Underwriters, if any, covering such legal matters with respect to
the Registration in respect of which such opinion and negative assurance letter are being given as are customarily included in such opinions
and negative assurance letters, as well as furnish to the Sponsor and each Holder of Registrable Securities included in such Registration,
addressed to such Person, such opinion (but, for avoidance of doubt, not such “negative assurance letter”) (provided that
such opinion need not permit the Sponsor or such Holders to rely on provisions or paragraphs of such opinion not customarily relied upon
by selling securityholders); and (ii) obtain a “cold comfort” letter, and a bring-down thereof, from the Company’s
independent registered public accountants in the event of an Underwritten Offering which the participating Holders may rely on, in customary
form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably
request. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each Holder of Registrable Securities
included in such Registration Statement, at any time that such Holder elects to use a prospectus, a customary opinion of counsel to the
Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is
in effect.


 






    


    


    

 


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


 


3.1.11.     Listing;
Transfer Agent. The Company shall use its commercially reasonable efforts to cause all Registrable Securities included in any registration
to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are
then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of
a majority of the Registrable Securities included in such registration. The Company shall provide a transfer agent or warrant agent, as
applicable, and registrar for all Registrable Securities no later than the effective date of such Registration Statement.


 


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


 


3.2.          Obligation
to Suspend Distribution; Adverse Disclosure. Upon receipt of written notice from the Company of the happening of any event of the
kind described in Section 3.1.4(iv), each holder of Registrable Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder
receives the supplemented or amended Prospectus contemplated by Section 3.1.4(iv), or until it is advised in writing by the Company
that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than one hundred twenty (120) days in any 12-month period,
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 such 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 3.3.


 


3.3.          Registration
Expenses. The Company shall bear all Registration Expenses incurred in connection with any Registrations, and all expenses incurred
in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective.The
Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being
sold by the Holders thereof, which underwriting discounts or selling commissions shall be borne by such Holders. Additionally, in an underwritten
offering, all Holders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares
each is selling in such offering.


 






    


    


    

 


3.4.          Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with federal and applicable state securities laws. In addition, each Holder agrees, if requested in writing, to represent
to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.


 


4.             INDEMNIFICATION
AND CONTRIBUTION.


 


4.1.          Indemnification
by the Company. The Company agrees to indemnify and hold harmless the Sponsor and each Holder and each other holder of Registrable
Securities, and each of their respective officers, employees, Affiliates, directors, partners, members, attorneys and agents, and each
person, if any, who controls an Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), from and against any expenses, losses,
judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue
statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company
of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration; and the Company shall promptly reimburse the Holder Indemnified Party
for any reasonable legal and any other reasonable out-of-pocket expenses reasonably incurred by such Holder Indemnified Party in connection
with investigating and defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is
a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents
in response to a subpoena or otherwise; provided, however, that the Company will not be liable in any such case to the extent that any
such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such
amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of
such Holder Indemnified Party expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities,
their officers, Affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.


 






    


    


    

 


4.2.          Indemnification
by Holders of Registrable Securities. Subject to the limitations set forth in Section 4.4.3 hereof, each Holder of Registrable
Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such Holder, indemnify and hold harmless the Company, each of its directors, officers, agents and each person who controls
the Company, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or allegedly untrue
statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission (or the alleged omission)
to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Holder
expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person
for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim,
damage, liability or action. Each Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited
to the amount of any net proceeds actually received by such Holder.


 


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


 






    


    


    

 


4.4.          Contribution.


 


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


 


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


 


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


 


4.4.4.       Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting agreement entered
into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provision in the underwriting
agreement shall control.


 






    


    


    

 


5.             UNDERWRITING
AND DISTRIBUTION.


 


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


 


6.             LOCK-UP.


 


6.1.          Lock-Up.
Subject to Section 6.2 hereof, the Sponsor and the Holders agree that they shall not Transfer any Lock-Up Shares until the end of
the applicable Lock-Up Period (the “Lock-Up”).


 


6.2.          Permitted
Transferees. Notwithstanding the provisions set forth in Section 6.1 hereof, the Sponsor, the Holders or their respective Permitted
Transferees may Transfer the Lock-Up Shares during the Lock-Up Period to: (a) the Company’s officers or directors, any Affiliates
or family members of any of Company’s officers or directors, the Sponsor, any Affiliate of the Sponsor or to any member(s) of
the Sponsor, any Affiliates of such members and funds and accounts advised by such members, or any limited partners of any such funds
that are invested in the Sponsor; (b) in the case of an individual, a transferee by gift to a member of such individual’s immediate
family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual
or to a charitable organization; (c) in the case of an individual, a transferee by virtue of the laws of descent and distribution
upon death of such person; (d) in the case of an individual, a transferee pursuant to a qualified domestic relations order; (e) an
entity that is an Affiliate of the holder; (f) a transferee by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; (g) a transferee in the event of the Company’s liquidation,
merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of an initial Business
Combination; or (h) the Company for no value for cancellation in connection with the consummation of the Company’s initial
Business Combination; provided, however, that, in the case of clauses (a) through (g) these permitted transferees must enter
into a written agreement with the Company agreeing to be bound by the transfer restrictions and the other restrictions contained herein.


 


7.             MISCELLANEOUS.


 


7.1.          Other
Registration Rights. The Company represents and warrants that no person or entity, other than the Sponsor, the Holders and the
PIPE investors 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 Statement filed by the Company for the sale of securities for its own account or for the account
of any other person or entity. The Company (i) represents and warrants that no subscription agreement or warrant agreement has
been amended in any manner since its applicable effective date and (ii) shall not amend the subscription agreements or the
warrant agreements in any manner that would provide to any party thereto registration rights superior to the rights of the other
Holders set forth herein unless the Company amends this Agreement to provide substantially similar rights to the other Holders.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement
with similar terms and conditions among the parties hereto, and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail.


 



    


    


    

 


7.2.           Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or
delegated by the Company in whole or in part, except with the consent of the Sponsor and each Holder party hereto. This Agreement and
the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder
of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the
Sponsor, Holders or holder of Registrable Securities or of any assignee of the Sponsor, Holders or holder of Registrable Securities. This
Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth
in Article 4 and this Section 7.2.


 


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


 


(a)          If
the Company, to:


 


American Oncology Network, Inc.


14543 Global Pkwy STE 110


Fort Myers, FL 33913


Attention:


E-mail:


 


with a copy (which shall not constitute notice) to


 


Dentons US LLP


1221 Avenue of the Americas


New York, NY 10020


Attention: Ilan Katz and Brian Lee


Email: ilan.katz@dentons.com and brian.lee@dentons.com


 



      


     


    

 


(b)           If
to the Sponsor or any Holder, to the address set forth below the Sponsor’s or such Holder’s name on Exhibit A hereto.
Any notice to the Sponsor shall include a copy (which shall not constitute notice) to:


 


Paul Hastings LLP


1999 Avenue of the Stars, 27th Floor


Los Angeles, CA 90067 


Attention: David M. Hernand and Jonathan Ko


E-mail: davidhernand@paulhastings.com
and 

jonathanko@paulhastings.com


 


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


 


7.5.           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 taken together shall constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile
or email/pdf transmission shall constitute valid and sufficient delivery thereof.


 


7.6.           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.


 


7.7.           Modifications
and Amendments. Upon the written consent of (i) the Company and (ii) 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 the Sponsor or one Holder, solely in his, her or 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 Sponsor or Holder so affected. No course of dealing between the Sponsor, any Holder or the Company and
any other party hereto or any failure or delay on the part of the Sponsor, 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 the Sponsor, 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.


 






      


     


    




 


7.8.           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.


 


7.9.           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.


 


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


 


7.11.           Governing
Law. Venue. Waiver of Trial by Jury. This Agreement, and all claims or causes of action based upon, arising out of,
or related to this Agreement, shall be governed by, and construed in accordance with, the internal substantive laws of the State of Delaware
applicable to contracts entered into and to be performed solely within such state, 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.
Any action based upon, arising out of or related to this Agreement may be brought in federal and state courts located in the State of
Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any
objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of
the action shall be heard and determined only in any such court, and agrees not to bring any action arising out of or relating to this
Agreement in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner
permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case,
to enforce judgments obtained in any action brought pursuant to this Section 7.11. EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT.


 






      


     


    

 


7.12.           Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) with respect
to the Sponsor or any Holder, the date that such Person no longer holds any Registrable Securities.





 


7.13.           Additional
Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2 hereof, the Company may make
any person or entity who acquires Class A Common Stock or rights to acquire Class A Common Stock after the date hereof a party
to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement
from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify
the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the
terms of a Joinder by such Additional Holder, the Class A Common Stock of the Company then owned, or underlying any rights then owned,
by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided
herein and therein, and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 






      


     


    

 


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


 


	 	COMPANY:
	 	 
	 	AMERICAN ONCOLOGY NETWORK, INC.,
    

    a Delaware corporation
	 	 
	 	By: 	 
	 	Name:
	 	Title:
	 	 
	 	HOLDERS:
	 	 
	 	DIGITAL TRANSFORMATION SPONSOR
    LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	OTHER HOLDERS:
	 	 
	 	By:	                               
	 	Name:
	 	Title:




 






      


     


    

 


EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

JOINDER





 


The undersigned is executing
and delivering this joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of [____],
2022 (as the same may hereafter be amended, the “Registration Rights Agreement”), among American Oncology Network, Inc.
(formerly known as Digital Transformation Opportunities Corp.), a Delaware corporation (the “Company”), and the other
persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided
in the Registration Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by and to comply with 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, and the undersigned’s
shares of Class A Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent
provided therein; provided, however, that the undersigned and its permitted assigns (if any) shall not have any rights as Holders,
and the undersigned’s (and its transferees’) shares of Class A Common Stock shall not be included as Registrable Securities,
for purposes of the Excluded Sections.


 


For purposes of this Joinder,
 “Excluded Sections” shall mean [  ].


 


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


 


	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	 
	 	Its:
	 	 
	 	Address: